HomeMy WebLinkAboutCranston,Robertson,and Whitehurst,P.C.
Augusta Richmond GA
DOCUMENT NAME: eJ(a\\D\t}) , YO~Y-\-Sc::nl c\ L;..rwtGru~s+( 0. L.
DOCUMENT TYPE: ~~~
YEAR: C\'\
BOX NUMBE~:D0
FILE NUMBER: \ 60> \d
NUMBER OF PAGES:
l\Lo
/..3:2 /~
This docun2~gt has important legal consequences; consultation with an attorney" is encouraged with respect
to its use, completion or modification. This document should be adapted to the particular circumstances of
the contemplated Project and the applicable laws of the jurisdiction in which the professional services for the
Project are to be performed.
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of
August 5
,1997
between
Augusta-Richmond County
("OWNER") and
Cranston. Robertson & Whitehurst. P.C.
('ENGINEER").
,
OWNER intends to construct a 60 inch raw water transmission main from the existing piping at the Augusta
Canal to the reservoirs adjacent to the filter plant on Highland Avenue. The proiect will include connections.
manifolds. isolation valves. air release valves. tunneling under Washington Road. and other necessary
appmienances. (the "Project").
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the
performance of furnishing of professional engineering services by ENGINEER with respect to the Project and
the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER
and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above
written with the first pha~e of the Basic Services described in Section 2 below and as further set forth in
Exhibit A, "Further Description of Basic Engineering Services and Related Matters" ("Exhibit A") and in the
other exhibits listed in Section 9 below. This Agreement will become effective on the date first above written.
Page ] of] 5 pages
SECTION I--GENERAL
\.\ Standard of Care.
ENGINEER shall perform for or furnish to OWNER profes-
sional engineering and related services in all phases of the
Project to which this Agreement applies as hereinafter pro-
vided. ENGINEER shall serve as OWNER's prime design
professional and engineering representative for the Project
providing professional engineering consultation and advice
with respect thereto. ENGINEER may employ such ENGI-
NEER's Consultants as ENGINEER deems necessary to assist
in the performance or furnishing of professional engineering
and related services hereunder. ENGINEER shall not be
required to employ any ENGINEER's Consultant unacceptable
to ENGINEER.
The standard of care for all professional engineering and
related services performed or furnished by ENGINEER under
this Agreement will be the care and skill ordinarily used by
members of ENGINEER's profession practicing under similar
conditions at the same time and in the same locality. ENGI-
NEER makes no warranties, express or implied, under this
Agreement or otherwise, in connection with ENGINEER's
services.
1.2 Coordination with Other Documents.
It is the intention of the palties that the Standard General
Conditions will be used as the General Conditions for the
Project and that all amendments thereof and supplements
thereto will be generally consistent therewith. Except as
otherwise defined herein, the terms which have an initial
capital letter in this Agreement and are defined in the standard
General Conditions will be used in this Agreement as defined
in the Standard General Conditions. The term "defective" will
be used in this Agreement as defined in the Standard General
Conditions.
1.3 Definitions.
Wherever used in this Agreement the following ternlS have the
meanings indicated which are applicable to both the singular
and plural thereof:
\.3.\ Additional Services. Additional Services means the
services to be performed for or furnished to OWNER by
ENGINEER described in Section 3 of this Agreement.
] .3.2 Agreement. Agreement means this Standard Fornl of
Agreement between OWNER and ENGINEER for Professional
Services including those exhibits listed in Section 9 of this
Agreement.
1.3.3 Basic Services. Basic Services means the services to be
perfonned for or furnished to OWNER by ENGINEER
described in Section 2 of this Agreement.
1.3.4 Construction Cost.' -Construction Cost means the total
cost to OWNER of those portions of the entire Project de-
signed or specified by ENGINEER. Construction cost does not
include ENGINEER's compensation and expenses, the cost of
land, rights-of-way, or compensation for or damages to
properties, or OWNER's legal, accounting, insurance counsel-
ing or auditing services, or interest and financing charges
incurred in connection with the Project or the cost of other
services to be provided by others to OWNER pursuant to
Section 4 of this Agreement. Construction Cost is one of the
items comprising Total Project Costs.
1.3.5 Contractor. Contractor means the person or entity with
whom OWNER enters into a written agreement covering
construction work to be perfonned or furnished with respect to
th e Project.
1.3.6 ENGINEER's Consultant. ENGINEER's Consultant
means a person or entity having a contract with ENGINEER to
perform or furnish Basic or Additional Services as ENGI-
NEER's independent professional associate or consultant
engaged directly on the Project.
1.3.7 Reimbursable E:>:penses. Reimbursable Expenses means
the expenses incurred directly in connection with the perfor-
mance or furnishing of Basic and Additional Services for the
Project for which OWNER shall pay ENGINEER as indicated
in Exhibit B, "Payments to Engineer for Services and Reim-
bursable Expenses" ("Exhibit B").
1.3.8 Resident Project Representative: Resident Project
Representative means the authorized representative of ENGI-
NEER who will be assigned to assist ENGINEER at the site
during the Construction Phase. The Resident Project Repre-
sentative will be ENGINEER's agent or employee and under
ENGINEER's supervision. As used herein, the term Resident
Project Representative includes any assistants of Resident
Project Representation agreed to by OWNER. The duties and
responsibilities of the Resident Project Representative are set
forth in Exhibit C, "Duties, Responsibilities and Limitations of
Authority of Resident Project Representative" ("Exhibit C").
I .3.9 Standard General Conditions. Standard General
Conditions means the Standard General Conditions of the
Construction Contract (No. ] 9 ] 0-8) (J 990 Edition) of the
Engineers Joint Contract Documents Committee.
1.3.10 Total Project Costs. Total Project Costs means the sum
of the Construction Cost, allowances for contingencies, the
total costs of design professional and related services provided
by ENGINEER and (on the basis of infonnation furnished by
OWNER) allowances for such other items as charges of all
other professionals and consultants, for the cost of land and
rights-of-way, for compensation for or damages to properties,
for interest and financing charges and for other services to be
Page 2 of ] 5 pages
provided by others to OWNER under paragraphs 4.4, 4.5 and
4.7 through 4.-14, inclusive.
SECTION 2--BASIC SERVICES OF ENGINEER
2.1 Study and Report Phase (Conceptual Design)
Upon this Agreement becoming effective, ENGINEER shall:
2. J.] Consult with OWNER to understand OWNER's require-
ments for the Project and review available data.
2.1.2 Advise OWNER as to the necessity of OWNER's
providing or obtaining from others data or services of the types
described in paragraph 4.4 which are not part of ENGINEER's
Basic Services, and assist OWNER in obtaining such data and
servIces.
2.].3 Identify and analyze requirements of governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER with whom
consultation is to be undertaken in connection with the Project.
2.1.4 Evaluate various alternate solutions available to
OWNER as described in Exhibit A, and, after consultation with
Owner, recommend to OWNER those solutions which in
ENGINEER's judgment best meet OWNER's requirements for
the Project. This phase is further discussed in Exhibit A and is
called the Conceptual Design Phase.
2.1.5 Prepare a report (the "Report") which will contain the
statement of OWNER's requirements for the Project, and, as
appropriate, will cotltain schematic layouts, sketches and
conceptual design criteria with appropriate exhibits to indicate
the considerations involved and those alternate solutions
available to OWNER which ENGINEER recommends. This
Report will be accompanied by ENGINEER's opinion of Total
Project Costs for each solution which is so recommended for
the Project, including the following which will be: separately
itemized: opinion of probable Construction Cost, allowances
for contingencies and for the estimated total costs of design
professional and related services provided by ENGINEER and,
on the basis of infonnation furnished by OWNER, allowances
for other items and services included within the definition of
Total Project Costs.
2.1.6 Furnish the Report to and review it with OWNER.
2.1.7 Revise the Report in response to OWNER's comments,
as appropriate, and furnish final copies of the'Report in the
number set forth in Exhibit A.
2.1.8 Submit the Report within the stipulated period indicated
in Exhibit A.
2.1.9 ENGINEER's services under the Study and Report
Phase will be considered complete at the earlier of (I) the date
when the Report has been accepted by OWNER or (2) thirty
days after the date when such Report is delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to review the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Study and Report
Phase.
The duties and responsibilities of ENGINEER during the Study
and Report Phase as set forth in this paragraph 2.1 are amended
and supplemented as indicated in Exhibit A.
2.2 Preliminary Design Phase.
After acceptance by OWNER of the Conceptual Design,
selection by OWNER of a recommended solution and indica-
tion of any specific modifications or changes in the scope,
extent, character or design requirements of the Project desired
by OWNER, and upon written authorization from OWNER,
ENGINEER shall:
2.2.] On the basis of the report, the recommended solution
selected by OWNER and the specific modifications or changes
in the scope, extent, character or design requirements of the
Project agreed upon by OWNER and ENGINEER, prepare
Preliminary Design documents consisting of final design
criteria, preliminary drawings, outline specifications and
written descriptions of the Project.
2.2.2 Advise OWNER if additional reports, data or other
information or services of the types described in paragraph 4.4
are necessary and assist OWNER in obtaining such reports,
data or other information and services. .
2.2.3 Based on the information contained in the Preliminary
Design documents, submit a revised opinion of probable
Construction Cost and any adjustments to Total Project Costs
known to ENGINEER, which will be itemized as provided in
paragraph 2.] .5.
2.2.4 Furnish the Preliminary Design documents to and review
them with OWNER.
2.2.5 Submit the Preliminary Design documents and revised
opinion of probable Construction Cost within the stipulated
period indicated in Exhibit A.
2.2.6 ENGINEER's services under the Preliminary Design
Phase will be considered complete at the earlier of (I) the date
when the Preliminary Design documents have been accepted
by OWNER or (30) thirty days after the date when such
Preliminary Design documents are delivered to OWNER for
final acceptance, plus in each case such additional time as may
be considered reasonable for obtaining approval of governmen-
tal authorities having jurisdiction to approve the Preliminary
Page 3 of 15 pages
Design documentation, if such approval is to be obtained
during the Preliminary Design Phase.
The duties and responsibilities of ENGINEER during the
Preliminary Design Phase as set forth in this paragraph 2.2 are
amended and supplemented as indicated in Exhibit A.
2.3 Final Design Phase.
After acceptance by OWNER of the Preliminary Design Phase
documents and revised opinion of probable Construction Cost
and indication of any specific modifications or changes in the
scope, extent character or design requirements of the Project
desired by OWNER,. and upon written authorization from
OWNER, ENGINEER shall:
2.3.1 On the basis of the accepted Preliminary Design docu-
ments, the modifications or changes in the scope, extent,
character or design requirements of the Project agreed upon by
OWNER and ENGINEER and the revised opinion of probable
Construction Cost, prepare for incorporation in the Contract
Documents final Drawings showing the scope, extent and
character of the work to be performed and furnished by
Contractor and Specifications (which will be prepared, where
appropriate, in general conformance with the sixteen division
format of the Construction Specifications Institute).
2.3.2 Provide technical criteria, written descriptions and
design data for OWNER's use in filing applications for pemlits
with or obtaining approvals of such governmental authorities
as have jurisdiction to review or approve the final design of the
Project, and assist OWNER in consultations with appropriate
authorities.
2.3.3 Advise OWNER of any adjustments to the opinion of
probable Construction Cost and any adjustments to Total
Project Costs known to ENGINEER, itemized as provided in
paragraph 2.1.5, as a result of changes in scope, extent or
character or design requirements of the Project:
.-....:
2.3.4 Prepare for review and approval by OWNER, its legal
counsel and other advisors, contract agreement forms, general
conditions and supplementary conditions, and (where appropri-
ate) bid forms, invitations to bid and instructions to bidders (all
of which will be generally consistent in form and substance
with the forms and pertinent guide sheets prepared by the
Engineers Joint Contract Documents Committee), and assist in
the preparation of other related documents.
2.3.5 Furnish the above documents, Drawings and Specifica-
tions to and review them with O\VNER.
2.3.6 Submit the above documents, Drawings and Specifica-
tions and a revised opinion of probable Construction Cost
within the stipulated period indicated in Exhibit A.
2.3.7 ENGINEER's services under the Final Design Phase will
be considered complete at the earlier of (I) the date when the
submittals have been accepted by OWNER or (2) thirty days
after the date when such submittals are delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to approve the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Final Design
Phase.
The duties and responsibilities of ENGINEER during the Final
Design Phase as set forth in this paragraph 2.3 are amended
and supplemented as indicated in Exhibit A.
2.4 Bidding or Negotiating Phase.
After acceptance by OWNER of the ENGINEER's Drawings,
Specifications and other Final Design Phase documentation
(including the most recent opinion of probable Construction
Cost), and upon written authorization to proceed, ENGINEER
shall:
2.4.] Assist OWNER in advertising for and obtaining bids or
negotiating proposals for the contract for construction, materi-
als, equipment and services; and, where applicable, maintain
a record of prospective bidders to whom Bidding Documents
have been issued, attend pre-bid conferences, if any, and
receive and process deposits for Bidding Documents.
2.4.2 Issue Addenda as appropriate to clarify, correct or
change the Bidding Documents.
2.4.3 Consult with OWNER as to the acceptability of subcon-
tractors, suppliers and other persons and entities proposed by
Contractor for those portions of the work as to which such
acceptability is required by the Bidding Documents.
2.4.4 Attend the bid opening, prepare bid tabulation sheets and
assist OWNER in evaluating bids or proposals and in assem-
bling and awarding contracts for construction, materials,
equipment and services.
2.4.5 The Bidding or Negotiating Phase will terminate and the
services to be performed or furnished thereunder will be
considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective
Contractors (except as may otherwise be required to complete
the services called for in paragraph E7.2,5, if Exhibit E is a
part of this Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase are set forth in this paragraph 2.4
as amended and supplemented as indicated in Exhibit A.
2.5 Construction Phase
During the Construction Phase:
Page 4 of 15 pages
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2.5.1 General Administration of Construction Contract.
ENGINEER shall consult with-and advise OWNER and act as
OWNER's representative as provided in the standard General
Conditions. The extent and /imitations of the duties, responsi-
bilities and authority of ENGINEER as assigned in said
Standard General Conditions shall not be modified, except to
the extent provided in Exhibit A and except as ENGINEER
may otherwise agree in writing. All of OWNER's instructions
to Contractor will be issued through ENGINEER who shall
have authority to act on behalf of OWNER in dealings with
Contractor to the extent provided in this Agreement and said
Standard General Conditions except as otherwise provided in
writing.
2.5.2 Visits to Site and Observation of Construction. In
connection with observations of the work of Contractor while
it is in progress:
2.5.2.1 ENG INEER shall make visits to the site at intervals
appropriate to the various stages of construction as ENGI-
NEER deems necessary in order to observe as an experi-
enced and qualified design professional the progress and
quality of the various aspects of Contractor's work. ffl
addition, ENGINEER shall pro',ide' the services of a
Resident Project Representati ,e at the site to assist n4GI
]>JEER and to providc more continuous ol:13er,atiofls of
sueh v.ork. The furnishil'lg of such Resident Project
Representative se,",Iiees will flot cxtefld ENGINEER's
resfJonsibilitics or authority beyond the specific limits set
forth dsewhere in this paragraph 2.5. Such visits and
observations by ENGINEER and the Resident Project
Represcntativc are not intended to be exhaustive or to
extend to every aspect of the work in progress, or to
involve detailed inspections of the work beyond the
responsibilities specifically assigned to ENGINEER in this
Agreement and the Contract Documents, but rather are to
be limited to spot checking, selective sampling and similar
methods of general observation of the work based on
_ ENG INEER' s exercise of professional judgment tiS tissisted
by the Resident rrojeet Represet'ltativc. Based on informa-
tion obtained during such visits and such observations,
ENGINEER shall endeavor to determine in general if such
work is proceeding in accordance with the Contract Docu-
ments and ENGINEER shall keep OWNER infonned of the
progress of the work. The responsibilities of ENGINEER
contained in this paragraph are expressly subject to the
limitations set forth in paragraph 2.5.2.2 and other express
or general limitations in this Agreement and elsewhere.
2_5.2.2 The purpose of ENGINEER's visits to afla repre
sefltation b) the Resident Project Rcpresenta~ivc at the site
will be to enable ENGINEER to better carry out the duties
and responsibilities assigned to and undertaken by ENGI-
NEER during the Construction Phase. and, in addition, by
the exercise of ENGINEER's efforts as an experienced and
qualified design professional, to provide for OWNER a
greater degree of confidence that the completed work of
Contractor will conform in general to the Contract Docu-
ments and that the integrity of the design concept of the
completed Project as a functioning whole as indicated in
the Contract Documents has been implemented and pre-
served by Contractor. On the other hand, ENG INEER shall
not, during such visits or as a result of such observations of
Contractor's work in progress, supervise, direct or have
control over Contractor's work nor shall ENGINEER have
authority over or responsibility for the means, methods,
techniques, sequences or procedures of construction
selected by Contractor, for safety precautions and programs
incident to the work of Contractor or for any failure of
Contractor to comply with laws, rules, regulations, ordi-
nances, codes or orders applicable to Contractor's furnish-
ing and performing the work. Accordingly, ENGINEER
neither guarantees the performance of any Contractor nor
assumes responsibility for any Contractor's failure to
furnish and perform its work in accordance with the
Contract Documents.
2.5.3 Defective Work. During such visits and on the basis of
such observations, ENG]NEER shall have authority to disap-
prove of or reject Contractor's work while it is in progress if
ENGINEER believes that such work will not produce a
completed Project that conforms generally to the Contract
Documents or that it will prejudice the integrity of the design
concept of the completed Project as a functioning whole as
indicated in the Contract Documents.
2.5.4 Clarifications and Interpretations: Field Orders.
ENGINEER shall issue necessary clarifications and interpreta-
tions of the Contract Documents as appropriate to the orderly
completion of the work. Such clarifications and interpretations
will be consistent with the intent of and reasonably inferable
from the Contract Documents. ENGINEER may issue Field
Orders authorizing minor variations from the requirements of
the Contract Documents.
2.5.5 ':Change Orders and Work Change Directives. ENGI-
NEER shall recommend Change Orders and Work Change
Directives to OWNER as appropriate, and shall prepare
Change Orders and Work Change Directives as required.
2.5.6 Shop Drawings. ENGINEER shall review and approve
(or take other appropriate action in respect of) Shop Drawings
and Samples and other data which Contractor is required to
submit, but only for conformance with the information given
in the Contract Documents and compatibility with the design
concept of the Completed Project as a functioning whole as
indicated in the Contract Documents. Such reviews and
approvals or other action will not extend to means. methods,
techn-iques, sequences or procedures of construction or to
safety precautions and programs incident thereto.
2.5.7 Substillltes. ENGINEER shall evaluate and detennine
the acceptability of substitute or "or-equal" materials and
Page 5 of ] 5 pages
equipment proposed by Contractor, but subject to the provi-
sions of paragr.aph 3.2.2.
2.5.8 Inspections and Tests. ENGINEER may require special
inspections or tests of the work, and shall receive and review
all certificates of inspections, tests and approvals required by
laws, rules, regulations, ordinances, codes, .orders or the
Contract Documents. ENGINEER's review of such certificates
will be for the purpose of determining that the results certified
indicate compliance with the Contract Documents and will not
constitute an independent evaluation that the content or
procedures of such inspections, tests or approvals comp]y with
the requirements of the Contract Documents. ENGINEER
shall be entitled to rely on the results of such tests.
2.5.9 Disagreements between OWNER and Contractor.
ENGINEER shall render the initial decisions on all claims of
OWNER and Contractor relating to the acceptability of the
work or the interpretation of the requirements of the Contract
Documents pertaining to the execution and progress of the
work. ]n rendering such decisions, ENGINEER shall be fair
and not show p3l1iality to OWNER or Contractor and shall not
be liable in connection with any decision rendered in good
faith in such capacity.
2.5.10 Applications/or Payment. Based on ENGINEER's on-
site observations as an experienced and qualified design
professional and on review of Applications for Payment and
the accompanying data and schedules:
2.5.10.1 ENGINEER shall determine the amounts that
ENGINEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will
constitute ENGINEER's representation to OWNER, based
on such observations and review, that, to the best of the
ENGINEER's knowledge, infonnation and belief, the work
has progressed to the point indicated, the quality of such
work is generally in accordance with the Contract Docu-
ments (subject to an evaluation of such.~vork as a function-
ing whole prior to or upon Substantial Completion, to the
results of any subsequent tests called for in the Contract
Documents and to any other qualifications stated in the
recommendation), and the conditions precedent to Con-
tractor's being entitled to such payment appear to have
been fulfilled in so far as it is ENGINEER's responsibility
to observe the work. In the case of unit price work,
ENGINEER's recommendations of payment will include
final determinations of quantities and classifications of such
work (subject'to any subsequent adjusnnents allowed by the
Contract Documents). The responsibilities of ENGINEER
contained in paragraph 2.5. I O. I are expressly subject to the
limitations set forth in paragraph 2.5.10.2 and other express
or general limitations in this Agreement and elsewhere.
2.5.10.2 By recommending any payment ENGINEER shall
not thereby be deemed to have represented that on-site
observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is performed and
furnished have been exhaustive. extended to every aspect
of the work in progress, or involved detailed inspections of
the work beyond the responsibilities specifically assigned
to ENGINEER in this Agreement and the Contract Docu-
ments. Neither ENGINEER's review of Contractor's work
for the purposes of recommending payments nor ENGI-
NEER's recommendation of any payment (including final
payment) will. impose on ENGINEER responsibility to
supervise, direct or control such work or for the means,
methods, techniques, sequences or procedures of construc-
tion or safety precautions or programs incident thereto, or
Con.tractor's compliance with laws, rules, regulations,
ordinances, codes or orders applicable to Contractor's
furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to
ascertain how or for what purposes Contractor has used the
moneys paid on account of the Contract Price, or to deter-
mine that title to any of the work, materials or equipment
has passed to OWNER free and clear of any liens, claims,
security interests or encumbrances, or that there may not be
other matters at issue between OWNER and Contractor that
might affect the amount that should be paid.
2.5. J] Contractor's Completion Documents. ENGINEER
shall receive, review and transmit to owner with written
comments maintenance and operating instructions, schedules,
guarantees, Bonds, certificates or other evidence of insurance
required by the Contract Documents, certificates of inspection,
tests and approvals, and marked-up record documents (includ-
ing Shop Drawings, Samples, and other data approved as
provided under paragraph 2.5.6 and marked-up record Draw-
ings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment.
ENGINEER's review of such documents will only be to
determine generally that their content complies with the
requirements of, and in the case of certificates of inspections,
tests and approvals that the results certified indicate compli-
ance with, the Contract Documents.
2.5.12 Substantial Completion. Following notice from
Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by
Contractor, shall conduct an inspection to determine if the
work is substantially complete. ]f after considering any
objections of O\VNER, ENGINEER considers the work
substantially complete, ENG INEER shall deliver a certificate
of Substantial Completion to OWNER and Contractor.
2.5.13 Final Notice of Acceptability a/the Work. ENGINEER
shall conduct a final inspection to determine if the completed
work of Contractor is acceptable so that ENGINEER may'
recommend, in writing, final payment to Contractor. Accom-
panying the recommendation for final payment, ENGINEER
shall also provide a notice iR the f()rm attached hereto as
Exhibit D (the "Notiec of Acceptability ef Work") that the
work is acceptable (subject to the provisions of paragraph
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Page 6 of ] 5 pages
2.5.10.2) to the best of ENGINEER's knowledge, information
and belief and .based on the extent of the services performed
and furnished by ENGINEER under this Agreement.
2.5.14 Limilation ofRe~ponsibilities. ENGINEER shall not be
responsible for the acts or omissions of any Contractor, or of
any subcontractor, any supplier, or of any other person or
organization performing or furnishing any of the work.
ENGINEER shall not be responsible for Contractor's failure to
perform or furnish the work in accordance with the Contract
Documents.
2.5.] 5 Duration of Construction Phase. The Construction
Phase will commence with the execution of the construction
contract for the Project or any part thereof and will terminate'
upon written recommendation by ENGINEER of final pay-
ment. If the ProjeCt involves more than one prime contract as
indicated in paragraph 5.5, Construction Phase services may be
rendered at different times in respect of separate prime
contracts.
The duties and responsibilities of ENGINEER during the
Construction Phase as set fOl1h in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
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2.6 Ovelati6fllll Phase
During the Opcrational Pha3e, CNG]NCCR 3hall, whcft
reque3ted b) O\VNER:
') .6.1 Pnwide a33istanee in conneetion with the refifling afld
adjustiflg of an)' equipment or s)'stem.
? .6.~ Assist O\VNER in training O''vNeR's staff te opemte
and mailltain the Projeet.
') .6.:; Assist OWNER in developing s)'stelfl3 flfld preeedures
for ee)fltrol of the operation afld Il'lainte1l8flee of flfle! reeord
lw::ping f~,r. the Project.
2.6.4 Prcpflre 3 set of reproducible record drawings 3ft6wiflg
rceord informatiofl '.vhieh CNGI1'!eER considers sigflifieflnt
bflsed on the Dl'flwings, Shop Drawiflgs, afld other record
documents fl:lmished by Contfaete,r to ENGINEER whieh were
anl16tatee! by Contraetor to 3ho...; all chflnges ll'lflde dl:lriflg
eon3tmetion.. ENGINEER will not be re3ponsible fef an)'
crrors in or omi3sions in the iflformation provided by C6fltrae
tar thflt is ineorporated in the rcc6re! dra dings or 6ther rec6rd
doel:lments.
"'.6.5 In eompany \','ith OWNER, visit the Pf5jeet t6 6bser','e
any apparcnt defects in thc completed work, assist OV/]>!ER ifl
eonsultations find discussions \','ith Centrfletor eefleerniflg
correction of such def-cets, and makc rceemmefldflti6fl3 as ta
replaeelfleflt or correetion of defeetive ',','6rlc
2.6.6 Pre,'icle l~iseellane6l:lS ser.ieesas requested by O\\'NER
in eOflfleetiofl with Prejeet e!oscout.
2.6.7 The Operfltional Phflsc Illfl)' eomlflcnee dLlring the
COfl3tftletiofl Phflse and ,\'ill term iflflte Me yeflr after the date
of Stlbstafltifll Completion.
The atltie3 and re3poflsibilities of ENGINeeR dl:lriflg tHe
Operatienfll Phase as set f-orth in th is paragraph 2.6 are
amended and sl:lpplemefltea as indicated in Exhibit A. ~
SECTION 3--ADDITIONAL SERV]CES OF ENGINEER
3.1 Additional Services Requiring Authorization in
Advance.
Ifauthorized in writing by OWNER, ENGINEER shall furnish
or obtain from others Additional Services of the types listed in
paragraph 3.]. I through 3, J. I 9, inclusive, as amended and
supplemented as indicated in Exhibit A. These services are not
included as part of Basic Services except to the extent other-
wise provided in Exhibit A. These services will be paid for by
OWNER as indicated in Section 6.
3.].1 Preparation of applications and suppol1ing documents
(in addition to those furnished under Basic Services) for
private or governmental grants, loans or advances in connec-
tion with the Project; preparation or review of environmental
assessments and impact statements; review and evaluation of
the effect on the design requirements of the Project of any such
statements and documents prepared by others; and assistance
in obtaining approvals of authorities having jurisdiction over
the anticipated environmental impact of the Project.
3.].2 Services to make measured drawings of or to investigate
existing conditions or facilities, or to verify the accuracy of
drawings or other information furnished by OWNER.
3.1.3 Services resulting from evaluation by ENGINEER
. during the Study and Report Phase at OWNER's request of
alternative solutions in addition to those specified in Exhibit A.
3.].4 Services resulting from significant changes in the scope,
extent or character of the portions of the Project designed or
specified by ENGINEER or its design requirements including,
but not limited to, changes in size, complexity, OWNER's
schedule, character of consu'uction or method of financing; and
revising previously accepted studies, repol1s, Drawings,
Specifications or Contract Documents when such revisions are
required by changes in laws, rules, regulations. ordinances,
codes or orders enacted subsequent to the preparation of such
studies, reports, Drawings, Specifications, or Contract Docu-
ments, or are due to any other causes beyond ENGINEER's
control.
3.].5 Services resulting from facts revealed about conditions:
Page 7 of ] 5 pages
(jP
#
~
3.1.5.1 which are different from information about such
conditions -that OWNER previously provided to ENGI-
NEER under paragraph 4.4 and upon which ENGINEER
was entitled to rely; or
3.] .5.2 as to which OWNER had responsibility to provide
information under paragraph 4.4 if such information was
not previously provided.
3.1.6 Providing renderings or models for OWNER's use.
3.1.7 Preparing documents for alternate bids requested by
OWNER for Contractor's work which is different from the
Conceptual Design.
3.] ,8 Undertaking investigations and studies including, but not
limited to, detailed consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies,
cash flow and economic evaluations, rate schedules and
appraisals; assistance in obtaining financing for the Project;
evaluating processes available for licensing and assisting
OWNER in obtaining process licensing; detailed quantity
surveys of materials, equipment and labor; and audits or
inventories required in connection with construction performed
by OWNER.
3.1.9 Furnishing services of ENGINEER's Consultants for
other than Basic Services; and furnishing data or services of
the types described in paragraph 4.4 when OWNER employs
ENGINEER to provide such data or services in lieu offumish-
ing the same under paragraph 4.4.
3. ].] 0 Services attributable to a variation in the number of
prime contracts from the number specified in Exhibit A for
work designed or specified by ENGINEER.
3. I.] I Services during out-of-town travel required of ENGI-
NEER other than visits to the site or OWNER's office as
required by Section 2.
3.1.12 Preparing for, coordinating with, participating in and
responding to structured independent review processes,
including, but not limited to, Construetion Managel1'leflt, Cost
Estimating, Project Peer Review, Value Engineering and
Constructability Review requested by OWNER; and perform-
ing or furnishing services required to revise studies, reports,
Drawings, Specifications or Contract Documents as a result of
such review processes.
: .1,1: Detcrm ining the aeeeptabilit). ef 3ubstitute materials
find equipmcnt prop03ed during the Oidding (Jr Negetiating
Pha3e ,..hen :mb3titution prier te the a","ard of eontraet3 i3
allo.....cd bj' the Bidding Doel:lmeRt3.
3.1.14 Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment
or services, except when such assistance is required to com-
plete services called for in paragraph E7.2.5, if Exhibit E is a
pm1 of th is Agreement.
3.1.15 Pro\'idinb field SUr,ej3 fer ae3ign purpo3e3, f:l1gineer
ing sm','c) saRa staking to cnable Celfltraetor to pmeeca ,...ith
its werk, aRo aRY type ef J:jfOJ:jetty Sl:Irve) 3 5r related eRgiRen
ing serviees Reeded f-or tHe traRsfer 5f iflterest3 in real propeFlJ';
and pro, ioing othcr special ficld surveys.
~
3.1.16 Preparation of operating, maintenance and staffing
manuals to supplement Basic Services under paragraph 2.6.3.
3.1.17 Preparing to serve or serving as a consultant or witness
for OWNER in any litigation, arbitration or other legal or
administrative proceeding involving the Project (except for
assistance in consultations which is included as part of Basic
Services under paragraphs 2.1.3 and 2.3.2).
3.1.18 Providing more extensive services required to enable
ENGINEER to issue notices or certifications requested by
OWNER under paragraph 4.] 2.
3.1.19 Other additional services performed or furnished by
ENGINEER in connection with the Project, including services
which are to be furnished by OWNER under Section 4, and
services not otherwise provided for in this Agreement.
3.2 Required Additional Services.
When required by the Contract Documents in connection with
the perfonnance or furnishing of ENGINEER's services during
the Construction Phase, ENGINEER shall perform or furnish,
without waiting for specific authorization from OWNER,
Additional Services of the types listed in paragraphs 3.2.1.
through 3.2.6, inclusive. These services are not included as
part of Basic Services except to the extent provided in Exhibit
A. Required Additional Services will be paid for by OWNER
as indicated in Section 6. ENGINEER shall advise OWNER
.'.' _ in writing promptly after starting any such Additional Services.
3.2.1 Services in connection with Work Change Directives and
Change Orders to reflect changes requested by OWNER if,
because of the method of compensation agreed upon by
OWNER and ENGINEER, the resulting change in compensa-
tion for Basic Services is not commensurate with the extent of
the additional services rendered.
3.2.2 Services in making revisions to Drawings and Specifica-
tions occasioned by the acceptance of substitute materials or
equipment other than "or-equal" items: and services after the
award of the construction contract in evaluating and determin-
ing the acceptability of a substitution which is inappropriate for
the Project or an excessive number of substitutions.
3.2.3 Services resulting from significant delays, changes or
price increases occurring as a direct or indirect result of
materials, equipment or energy shortages.
Page 8 of 15 pages
3.2.4 Additional or extended services during construction
made necessary by (I) work damaged by fire or other cause
during construction, (2) a significant amount of defective,
neglected or delayed work of Contractor, (3) acceleration of
the progress schedule involving services beyond normal
working hours, or (4) default by Contractor.
3.2.5 Services (other than Basic Services during the Opera-
tional Phase) in connection with any partial utilization of any
pm of the Project by OWNER prior to its Substantial Comple-
tion.
3.2.6 Evaluating an unreasonable claim or an excessive
number of claims submitted by Contractor or others in connec-
[ion with the work.
SECTION 4--0WNERS RESPONSIBILITIES
Except as otherwise provided in Exhibit A, OWNER shall do
the following in a timely manner so as not to delay the services
of ENGINEER and shall bear all costs incident thereto:
4. ] Designate in writing a person to act as OWNER's repre-
sentative with respect to the services to be performed or
furnished by ENGINEER under this Agreement. Such person
will have complete authority to transmit instructions, receive
infonnation, interpret and define OWNER's policies and
decisions with respect to ENGINEER's services for the
Project.
4.2 Provide all criteria and full information as to OWNER's
requirements for the Project, including design objectives and
constraiilts, space, capacity and performance requirements,
flexibility and expendability, and any budgetary limitations;
and furnish copies of all design and construction standards
which OWNER will require to be included in the Drawings
and Specifications.
4.3 Assist ENGINEER by placing at ENGINEER's disposal
all available information pertinent to the Project including
previous repol1S and any other data relative to design or
construction of the Project.
4.4 Furnish to ENGINEER, as requested by ENGINEER for
performance of Basic Services or as required by the Contract
Documents, the following:
4.4.] data prepared by or services of others, including without
limitation explorations and tests of subsurface conditions at or
contiguous to the site, drawings of physical conditions in or
relating to existing surface or subsurface structures at or
contiguous to the site. or hydrographic surveys;
4.4.2 the services of an independent testing laboratory to
perform all inspections, tests and approvals of samples,
materials and equipment prior to and after installation, or to
evaluate the perfonnance of materials, equipment and facilities
of OWNER, prior to specification, and during construction;
4.4.3 appropriate professional interpretations of all of the
foregoing;
4.4.4 environmental assessments, audits, investigations and
impact statements, and other relevant environmental or cultural
studies as to the Project, the site and adjacent areas;
4.4.5 field surveys for design purposes and property, bound-
ary, easement, right-of-way, topographic and utility surveys or
data, including relevant reference points;
4.4.6 property descriptions;
4.4.7 zoning, deed and other land use restrictions; and
4.4.8 other special data or consultations not covered in Section
2.
O"WNER shall be responsible for, and ENGINEER may rely
upon, the accuracy and completeness of all reports, data and
other information furnished pursuant to this paragraph.
ENGINEER may use such reports, data and information in
performing or furnishing services under this Agreement.
4.5 Provide, as required by the Contract Documents, engineer-
ing surveys and staking to' enable Contractor to proceed with
the layout of the work, and other special field surveys.
4.6 Arrange for access to and make all provisions for ENG 1-
NEER to enter upon public and private property as required for
ENGINEER to perform services under this Agreement.
4.7 Examine all alternate solutions, studies, reports, sketches,
Drawings, Specifications, proposals and other documents
presented by ENGINEER (including obtaining advice of an
attorney, insurance counselor and. other consultants' as
OWNER deems appropriate with respect to such examination)
and render in writing decisions pertaining thereto.
4.8 Provide approvals and permits from all governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENG]NEER and such approv-
als and consents from others as may be necessary for comple-
tion of such portions of the Project.
4.9 Provide, as may be required for the Project:
4.9.] accounting, bond and financial advisory. independent
cost estimating and insurance counseling services: .
4.9.2 such legal services as OWNER may require or ENGI-
NEER may reasonably request with regard to legal issues
pertaining to the Project, including any that maybe raised by
Contractor: and
Page 9 of ] 5 pages
4.9.3 such auditing services as OWNER may require to
ascertain how or for what purpose Contractor has used the
moneys paid on account of the Contract Price.
4.10 Provide such inspection or monitoring services by an
individual or entity other than ENG]NEER as OWNER may
desire to verify:
4.10.1 that Contractor is complying with any law, rule,
regulation, ordinance, code or order applicable to Contractor's
performing and furnishing the work; or
4.10.2 that Contractor is taking all necessary precautions for
safety of persons or property and complying with any special
provisions of the Contract Documents applicable to safety.
ENGINEER does not undeItake in this Agreement to perform
the services referred to in 4.] 0.] and 4. I 0.2 above. The
identity of any individual or entity employed to perform such
services and the scope of such services will be disclosed to
ENGINEER.
4. J I Advise ENGINEER of the identity and scope of services
of any independent consultants employed by OWNER to
perform or furnish services in regard to the Project, including,
but not limited to, Construction Management, Cost Estimating,
Project Peer Review, Value Engineering and Constructability
Review. If OWNER designates a person or entity other than,
or in addition to, ENGINEER to represent OWNER at the site,
OWNER shall define and set forth in an exhibit that is to be
mutually agreed upon and attached to and made a part of this
Agreement before such services begin, the duties, responsibili-
ties and' limitations of authority of such other party and the
relation thereof to the duties, responsibilities and authority of
ENGINEER.
4.12 Prior to the commencement of the Construction Phase,
notify ENG]NEER~of any variations in the language of the
Notice of Acceptability of Work, or of any notice or certifica-
tion other than such Notice that ENGINEER will be requested
to provide to OWNER or third parties in connection with the
financing or completion of the Project. OWNER and ENGI-
N EER shall reach agreement on the terms of any such re-
quested notice or certification and OWNER shall authorize
such Additional Services as are necessary to enable ENGI-
NEER to provide the notice or certification requested under
this paragraph.
4.13 If more than one prime contract is to be awarded for
work designed or specified by ENGINEER, designate a person
or entity to have authority and responsibility for coordinating
the activities among the various prime contractors, and define
and set forth the duties, responsibilities and limitations of
authority of such persons or entity and the relation thereof to
the duties, responsibilities and authority of ENG]NEER in an
exhibit that is to be mutually agreed upon and attached to and
made a part of this Agreement before such services begin.
4.14 Furnish to ENGINEER data or estimated figures as to
OWN ER' s anticipated costs for services to be provided by
others for OWNER (such as services pursuant to paragraphs
4.4,4.5 and 4.7 through 4.] 4, inclusive) and other costs of the
types referred to in paragraph 2.1.5 so that ENGINEER may
make the necessary calculations to develop and periodically
adjust ENGINEER's opinion of Total Project Costs.
4. I 5 Attend the pre-bid conference, bid opening, pre-construc-
tion conferences, construction progress and other job related
meetings and Substantial Completion and final payment
inspections.
4.16 Give prompt written notice to ENGINEER whenever
OWNER observes or otherwise becomes aware of any devel-
opment that affects the scope or time of performance or
furnishing of ENGINEER's services, or any defect or noncon-
formance in ENGINEER's services or in the work of any
Contractor.
4.17 Furnish, or direct ENGINEER to provide, Additional
Services as stipu lated in paragraph 3. I of th is Agreement or
other services as required.
SECTION 5--TIMES FOR RENDERING SERVICES
5.] ENGINEER's services and compensation under this
Agreement have been agreed to in anticipation of the orderly
and continuous progress of the Project through completion of
the Construction Phase. Unless specific periods of time or
specific dates for providing services are specified in this
Agreement, ENGINEER's obligation to render services
hereunder will extend for a period which may reasonably be
requ ired for the design, award of construction contracts,
construction and initial operation ofthe Project including extra
work and required extensions thereto.
5.2 ]f in this Agreement specific periods oftime for rendering
services are set forth or specific dates by which services are to
be completed are provided and if such periods of time or dates
are changed through no fault of ENGINEER, the rates and
amounts of compensation provided for herein shall be subject
to equitable adjustment. If OWNER has requested changes in
the scope, extent or character of the Project. the time of
perfornlance of ENGINEER's services shall be adjusted
equitably.
5.3 ]f OWNER fails to give prompt written authorization to
proceed with any phase of services after completion of the
in1mediately preceding phase, or if the Construction Phase has
not commenced within the stipulated period identified in this
Agreement (plus such additional time as may be required to
complete the services called for under paragraph E7.2.5 of
Page 10 of 15 pages
Exhibit E is a part of this Agreement) after completion ofthe
Final Design Phase or does not proceed in an orderly and
continuous progression, ENGINEER may, after giving seven
days' written notice to OWNER, suspend services under this
Agreement,
5.4 If ENGINEER's services for design or during construction
of the Project are delayed or suspended in whole or in part by
OWNER:
5.4,1 for more than three months through no fault of ENGI-
NEER, ENGINEER shall be entitled to equitable adjustment of
rates and amounts of compensation provided elsewhere in this
Agreement to reflect among other things, reasonable costs
incurred by ENGINEER in connection with such delay or
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised; or
5.4.2 for more than one year through no fault of ENGINEER,
or if ENGINEER for any reason is required to render Construc-
tion Phase services more than one year after Substantial
Completion is achieved, the rates and amounts of compensa-
tion provided for elsewhere in this Agreement will be subject
to equitable adjustment to reflect, among other things, changes
in the various elements that comprise such rates of compensa-
tion,
5.5 ]n the event that the work designed or specified by
ENGINEER is to be performed or furnished under more than
one prime contract, or if ENGINEER's services are to be
separately sequenced with the work of one or more prime
contractors (such as in the case of fast-tracking), OWNER and
ENGINEER shall, prior to commencement of the Final Design
Phase, develop a schedule for performance of ENGINEER's
services during the Final Design, Bidding or Negotiating and
Construction Phases in order to sequence and coordinate
properly such services as are applicable to the work under such
separate prime contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under such
contracts is to proceed concurrently.
SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES
AND REIMBURSABLE EXPENSES
6.1 Methods of Payment for Services and Expenses of
ENGINEER
6.1.1 For Basic Services. OWNER shall pay ENGINEER for
Basic Services performed or furnished under Section 2 on the
basis set forth in Exhibit B.
6.].2 For Additional Services. OWNER shall pay ENGI-
NEER for Additional Services performed or furnished under
Section 3 on the basis set forth in Exhibit B.
6.1.3 For Reimbursable Expenses. In addition to payments
provided for in paragraphs 6. 1.1 and 6.1.2, OWNER shall pay
ENGINEER for Reimbursable Expenses incurred by ENGI-
NEER and ENGINEER's Consultants as set forth in Exhibit B.
The amount payable for Reimbursable Expenses will include
a factor to the extent so indicated in Exhibit B.
6.2 Other Provisions Concerning Payments.
6.2.] Preparation of Invoices. ]nvoices for Basic and Addi-
tional Services and Reimbursable Expenses will be prepared in
accordance with ENGINEER's standard invoicing practices
and will be submitted to OWNER by ENGINEER at least
monthly. The amount billed for Basic Services and Additional
Services in each invoice will be calculated on the basis set
forth in Exhibit B. Invoices are due and payable on receipt.
6.2.2 Unpaid Invoices. If OWNER fails to make any payment
due ENGINEER for services and expenses within thirty days
after receipt of ENGINEER's invoice therefor, the amounts
due ENGINEER will be increased at the rate of 1.0% per
month (or the maximum rate of interest permitted by law, if
less) from said thirtieth day; and, in addition. ENGINEER
may, after giving seven days' written notice to OVl'NER,
suspend services under this Agreement until ENGINEER has
been paid in full all amounts due for services, expenses and
charges. Payment will be credited first to interest and then to
principal. In the event. of a disputed or contested billing, only
that portion so contested may be withheld from payment, and
the undisputed portion will be paid.
6.2.3 Payments Upon Termination.
6.2.3.] Termination by OWNERfor Cause. In the event of
termination by OWNER for cause un'der paragraph 8.].1:
6.2.3.1.1 Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants. through. the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
6.2.3.1.2 During any phase of the Basic Services,
ENGINEER also will be paid for such services per-
fornled or furnished in accordance with this Agreement
by ENGINEER during that phase through the date of
temlination on the basis specified in Exhibit B. ENGI-
NEER also will be paid for the charges of ENGI-
NEER's Consultants employed to perform or furnish
Basic Services to the extent such services have been
perfonned or furnished in accordance with this Agree-
ment through the effective date of the termination.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
Page 11 of 15 pages
6.2.3.2 Termination by OWNER(or Convenience. In the
event of termination by OWNER under paragraph 8.] .2.:
6.2.3.2.1 Upon the completion of any phase of Basic
Services, progress payments due ENG]NEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, and for
termination expenses under subparagraph 6.2.3.2.3
below.
6.2.3.2.2 During any phase of Basic Services, ENGI-
NEER also will be paid for such services performed or
furnished by ENGINEER during that phase through the
date oftennination on the basis specified in Exhibit B.
In addition, ENGINEER will be paid for the charges of
ENGINEER's Consultants employed to perform or
furnish Basic Services through the effective date of the
termination. ENGINEER also will be paid for all
unpaid Additional Services and unpaid Reimbursable
Expenses, and for termination expenses under subpara-
graph 6.2.3.2.3 below.
6.2.3.2.3 In the event of termination by OWNER for
convenience during or at completion of any phase of
Basic Services, OWNER shall pay ENGINEER's
reasonable expenses directly attributable to termination
in accordance with rates applicable to the various
categories of Additional Services measured from the
date of term ination, including other fair and reasonable
SUms for overhead and profit, and costs of terminating
contracts with ENGINEER's Consultants.
6.2.3.3 Termination By ENGiNEER for Cause. In the
event of termination by ENGINEER for cause under
paragraph 8. J.], ENGINEER shall be.<mtitled to receiv.e
compensation calculated as set forth in paragraph 6.2.3.2.
6.2.4 Records of ENGINEER's Costs. Records of ENGI-
NEER's costs pertinent to ENGINEER's compensation under
this Agreement will be kept in accordance with generally
accepted accounting practices. Copies will be made available
to OWNER at cost on request prior to final payment for
ENG]NEER's services.
SECTION 7--0PINIONS OF COST
7.1
Opinions of Probable Construction Cost.
ENGINEER '5 opinions of probable Construction Cost pro-
vided for herein are to be made on the basis of ENGINEER's
experience and qualifications and represent ENGINEER's best
judgment as an experienced and qualified professional engi-
neer generally familiar with the construction industry. How-
ever, since ENGINEER has no control over the cost of labor,
materials, equipment or services furnished by others, or over
the Contractor's methods of determining prices. or over
competitive bidding or market conditions, ENGINEER cannot
and does not guarantee that proposals, bids or actual Construc-
tion Cost will not vary from opinions of probable Construction
Cost prepared by ENGINEER. If OWNER wishes greater
assurance as to probable Construction Cost, OWNER shall
employ an independent cost estimator as provided in paragraph
4.9.1.
7.2 Designing to Construction Cost Limit
If a Construction Cost limit is established between OWNER
and ENGINEER, such Coilstruction Cost limit and a statement
of ENGINEER's rights and responsibilities with respect thereto
will be specifically set forth in Exhibit E, "Construction Cost
Limit," to this Agreement.
7.3 Opinions of Total Project Costs.
ENGINEER assumes no responsibility for the accuracy of
opinions of Total Project Costs provided for in Section 2.
SECTION 8--GENERAL CONSIDERATIONS
8.1 Termination
The obligation to provide further services under this Agree-
ment may be terminated:
8.].] For cause,
8.1.1.1 by either palty upon thirty days' written notice in
the event of substantial failure by the other party to perfonn
in accordance with the terms hereof through no fault of the
terminating party. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such substantial
failure if the party receiving such notice begins, within .: '.'"
seven days of receipt of such notice, to correct its failure to
perform and proceeds diligently to cure such failure within
no more than thirty days of receipt thereof; provided.
however, that if and to the extent such substantial failure
cannot be reasonably cured within such thilty-day period,
and ifsuch party has diligently attempted to cure the same
and thereafter continues diligently to cure same, then the
cure period provided from herein shall extend up to, but in
no case more than, sixty days after the date of receipt of the
notice.
8.1.1.2 by ENGINEER:
8.1.1.2. I upon seven days' written notice if ENGI-
NEER believes that ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENGINEER's responsibilities as a licensed design
professional; or
Page ] 2 of ] 5 pages
8.\.1.2.2' upon seven days' written notice if the
ENG INEER's services for design or during the con-
struction of the Project are delayed or suspended for
more than ninety days for reasons beyond ENGI-
NEER's control.
8. J. ] .2.3 ]n the case of termination under this para-
graph 8.1.1.2, ENGINEER shall have no liability to
OWNER on account of such termination.
8.\.2 For convenience, by OWNER effective upon the receipt
of notice by ENG INEER.
8.2 Reuse of Documents.
~
All documents including Drawings and Specifications provided
or furnished by ENGINEER (or ENGINEER's Consultants)
pursuant to this Agreement are instruments of service in
respect of the Project, and ENGINEER and ENGINEER's
Consultants, as appropriate, shall retain an ownership and
property interest therein (including the right of reuse by and at
the discretion of ENGINEER and ENGINEER's Consultants,
as appropriate) whether or not the Project is completed.
OWNER may make and retain copies for information and
reference in connection with the use and occupancy of the
Project by OWNER and others; however, such documents are
not intended or represented to be suitable for reuse by OWNER
or others on extensions of the Project or on any other project.
Any such reuse without written verification or adaptation by
ENGINEER and ENGINEER's Consultants, as appropriate, for
the specific purpose intended will be at OWNER's sole risk
and without liability or legal exposure to ENGINEER, or to
ENGINEER's Consultants, and OV.'NER shall iftaeftlftif) afta
hold hftFffllcss El'~GINEER aftd ENGINEER's CoftstIltaftts
from all elaims, damages, losses and expenses ifleltJdiflg
attorneys' fees arisiflg out of 61' restllting therefrom. Any such
verification or adaptation will entitle ENGINEER to further
compensation at rates to be agreed upon by OWNER and
ENGINEER.
8.3 Insurance,
8.3.1 ENGINEER shall procure and maintain insurance as set
forth in Exhibit F, "Insurance," for protection from claims
under workers compensation acts, claims for damages because
of bodily injury including personal injury, sickness or disease
or death of any and all employees or of any person other than
such employees, and from claims or damages because of
injury to or destruction of property including loss of use
resulting therefrom. ENGINEER shall list OV.'1'JER IlS 11ft
~I Ilddition;r insured on ENGINEER's bcnerallial:Jilit)' iflstJrftflee
~
8.:.2 O\VNER shllll list ENGHJEER IlnG DJGINEER's
~~;lt:)afli~~3:~'a~:t~~~i~:s::~~c:nl:J~~1~ ~\~~~ ]\~.~~ii:~)~:;
al"l"liellble to the Preject. OWNER shall rcq\:lire C6Rtraetor to
ptJrehll::3e and mllifltaifl gCflcralliabilit)' Ilfld other instJrllflee as
specified ift the Contract Doel:lll'leflts Ilnd t8 list ENGINEER
and ENGINEER's Consultants as additiemal insureds '"ith
respeet to such liability, property and other insl:lrance pur
chllscd afld ll'laintllined by COfltrlletor. All policies of jJreperty
instlral~ee shllll eontail1 provisions to the effeet tRItt ENG \
NEER's and EJ>JGINCCR's Consl:lltants' interests Bre covered
and thllt in thc c\'ent of jJB)'mCI'It of all) loss or damll,ge the
insurers will hllvc no rights of recovery tlgainst .81'1) of tlie
insured or Ildditi0l1ll1 insurcds tliereuflder. ~
8.3.3 At any time OWNER may request that ENGINEER, at
OWNER's sole expense, provide additional insurance cover-
age, different limits or revised deductibles in excess of those
specified in Exhibit F. If so requested by OWNER,' and if
commercially available, ENGINEER shall obtain and shall
require ENGINEER's Consultants to obtain such additional
insurance coverage, different limits or revised deductibles, for
such periods of time as requested by OWNER, at OWNER's
sole expense, and Exhibit F will be supplemented to incorpo-
rate these requ irements.
8.4 Controlling Law.
This Agreement is to be governed by the law of the principal
place of business of ENGINEER.
8.5 Successors and Assigns.
8.5.] OWNER and ENG]NEER each is hereby bound and the
partners, successors, executors, administrators and legal
representatives of OWNER and ENGINEER (and to the extent
permitted by paragraph 8.5.2 the assigns of OWNER and
ENGINEER) are hereby bound to the other party of this
Agreement and to the partners, successors, executors, adminis-
trators and legal representatives (and said assigns) of such
other pmty, in respect of all covenants, agreements and
obligations of this Agreement. ; ,.
8.5.2 Neither OWNER nor ENGINEER may assign, sublet or
transfer any rights under or interest (including, but without
limitation, moneys that may become due or moneys that are
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting or
transfer is mandated by law or the effect of this limitation may
be restricted by law. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibil-
ity under this Agreement.
8.5.3 Unless expressly provided otherwise in this Agreement:
8.5.3.1 Nothing in this Agreement shall be construed to
create, impose or give rise to any duty owed by ENGI-
NEER to any Contractor, Subcontractor, Supplier, other
person or entity, or to any surety for or employee of any of
Page J 3 of J 5 pages
them, or give any rights in or benefits under.this Agreement
to anyone other than OWNER and ENGINEER.
8.5.3.2 All duties and responsibilities under1aken pursuant
to this Agreement will be for the sole and exclusive benefit
of OWNER and ENG INEER and not for the benefit of any
other party. The OWNER agrees that the substance of the
provisions of this paragraph shall appear in the Contract
Documents.
8.6 Dispute Resolution.
~ Ifand to the extent that OWNeR and ENG!}JeeR have agreed
\nr- on a method and proeedtlre for resolving sispl:ltes bet.veeR
them arising Otlt of or rc1atiflg to this Agrccmcnt, stleh disptltc
resolution mcthod and I"rocedtll'C, if an), is set forth in Exhibit
G, "Disptlte Resoltlti5l1." OV/J>JER aRd ENGINEER agree te
ncgotifite in good faith for a period afthiry)' days frem the date
of notiee of all disputes betv.een them prior to exereisiRg; their
rights l:IRder Exhibit G or other provisions of this ,^.greemeRt,
or under the law.
8.7 Allocation of Risl<s--Indemnification.
8.7.1 To the fullest extent pemlitted by law, ENGINEER shall
indemnify and hold harmless OWNER, OWNER's officers,
directors, partners, employees and agents fTom and against any
and all claims, costs, losses and damages (including but not
limited to all fees and charges of engineers, architects, attor-
neys and other professionals and all court or arbitration or
other dispute resolutions costs) caused solely by the negligent
aets or omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. The indemnification
provision of the preceding sentence is subject to and limited by
the provisions agreed to by OWNER and ENGINEER in
ExhibitH, "Allocation of Risks," ifany.
~
8.7.2 To thc fullcst extent permitted by la..,.OWNeR shall
iRdemnify and hold harmless CNGl}JEER, ENGINEER'S
officers, direet61 s, partncrs, erfll3loyees and agents aRd
ENG]NEER's Cansultfints from find against an) and all elaims,
eosts, losses aRa damagcs (ineludiRg but Mt limited to all fees
find eharges of engineers, areh iteets, attameys an6 ether
pref-essienals and all eault or arbitration OJ other dispute
re301ution cost:;) caused solely by the negligent 8ets or orRis
sions of OWNeR or O'NNeR's officers, sircetof3, partners,
cmplo)'ees, agents and OWNER's eOflsultants \\ith fCspeet to
this Agrcement or the Projeet.
~
8.7.3 In additiOl. to the indemnir/ pro, ided tinder I3firagraph
8.7.: efthis ,^.greemeflt. find to the fullest exterH f'ermitted by
1ft\".', OWNeR shall indemnify and hold harmless ENGINEER
and it:; effieer:;. direetors, pftltners, emplo)Tes, and agents aRs
eNGINEER's COflsultants from fmd agaiflst all elaims, eests,
losses, and damages (inc1t1aing bl:lt not liRlited te all fees aRa
charg;es ef engineers, arehitects, attGfI1c)'3 and other profcg
si6nftls and all e6Llrt or ftrbitrfttion or ether di3pLlte rcsolution
ee3t3) causea by. arising Ol:lt of 01 relating to the presencc,
ai3eharge, relca3e, er e3cape 6f Asbestos, peDs, Petrolel:lm,
IIazardol:ls Wftste, or Rftdioftctive Mftterial fit, Ol~, under or~./
from the Projeet site. /',-
8.8 Notices.
Any notice required under this Agreement will be in writing,
addressed to the appropriate party at the address which appears
on the signature page to this Agreement (as modified in writing
from time to time by such party) and given personally, by
registered or certified mail, return receipt requested, by
facsimile, or by a nationally recognized overnight courier
service. All notices shall be effective upon the date of receipt.
8.9 Survival.
All express representations, indemnifications or limitations of
liability made in or given in this Agreement will survive the
completion of all services of ENGINEER under this Agree-
ment or the termination of this Agreement for any reason.
8.10 Severability.
Any provision or part of the agreement held to be void or
unenforceable under any law or regulation shall be deemed
stricken, and all remaining provisions shall continue to be valid
and binding upon OWNER and ENGINEER, who agree that
the Agreement shall be reformed to replace such stricken
provision or part thereof with a valid and enforceable provision
that comes as close as possible to expressing the intention of
the stricken provision.
SECTION 9--EXHIBITS AND SPECIAL PROVISIONS
9.1 This Agreement is subject to the provisions of the follow-
ing Exhibits which are attached to and made a part of the
Agreement:
9.].1 Exhibit A, "Further Description of Basic Engineering
Services and Related Matters," consisting of....;L pages.
9.].2 Exhibit B, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of....1.... Pages.
9.1.3 Exhibit F, "Insurance," consisting of...L Pages.
9.2 This Agreement (consisting of pages] to --12., inclusive
and the Exhibits identified above) constitutes the entire
agreement between O\VNER and ENGINEER and supersedes
all prior written or oral understandings. This Agreement may
only be amended, supplemented, modified or canceled by a
duly executed written instrument.
Page ] 4 of 15 pages
]N WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.
OWNER:
Address for giving notices:
Municipal Building. Room 806
Au!?-usta. Georgia 30911
This document approved ~s to
legal sufficiency and form.
O-uo
'R'........
...
Attorney
Date
ENGINEER:
Title: President
Address for giving notices:
452 Ellis Street
Post Office Box 2546
Augusta, Georgia 30903
Page 15 of 1 5 pages
This is EXHIBIT A, consisting of...l... pages, referred to
in the agreement between OWNER and ENGINEER
for ProfeSsional Services, dated , 1922-
. Initial:
OWNER
ENGINEER~
Further Description of Basic Engineering Services and Related Matters
Sections 2,3,4 and 5 of the Agreement are amended and supplemented and the time periods for the performance ofthe Basic
Services as indicated in Section 5 of the Agreement are established, all as indicated below:
A2.0 General
The Basic Services are premised on the following general
scope of professional services:
The work will begin with making a design base map by
utilizing existing planimetric and topographic maps. Base
maps will be prepared in both digital and hard copy format for
use in subsequent design phases.
Upon completion of the base map, the conceptual design
Phase will be commenced. Concepts and layouts will be
developed in consultation with the Owner. Budget cost
estimates will be prepared. Initial plans requiring approvals or
permits of other agencies, such as EPD and GADOT, will be
shared early, so that their comments can be taken into account.
The preliminary route layouts will be prepared for review and
approval by the OWNER.
Upon completion and approval of the conceptual plan, the
Preliminary Design Phase will be undertaken. Field surveys of
the proposed water line route in sufficient detail to locate the
roads, fences, driveways, drainage structures, and all visible
improvements along the route will be completed. These
surveys will also include locating existing utility lines based on
maps and field marks provided-by the utility owners. These
utilities will include power, gas, water, sewer, telephone, and
CA TV. The conceptual plan will be refined and further
worked out with the advice and input of the OWNER.
The Final Design Phase will begin upon approval of the
preliminary plans. final design plans will show horizontal and
vertical alignments, structures, tunnels, and miscellaneous
details. The work will include incorporating comments
received on the preliminary submittal. Specifications and
project documents will be prepared. Any required utility
penn its or encroachment permits will be completed and
forwarded to the Georgia D.O.T. or other governing authority.
C_onstruction cost estimates and a bid schedule will be pro-
vided. These plans and documents will be submitted to the
OWNER for approval.
The bidding phase will follow the receipt of approvals of
the final design documents. The work will generally consist of
assisting your department with obtaining competitive bids for
the construction work, reviewing the bids, recommending an
award and issuing a Notice to Proceed.
Construction phase engineering services will consist of
periodic site visits to observe the progress and general quality
of the work as it progresses; reviewing shop drawings; prepar-
ing any change orders required; reviewing contractor's monthly
applications for partial payment; and making a pre-final and a
final site visit to determine whether or not the work has been
completed in substantial conformity with the plans and
specifications. Site visits will generally be at varying intervals
no less frequently than weekly, or when called upon to observe
a particular area. While more intense on-site observation
services are beyond the scope of this proposal, we have the
capability for furnishing more frequent observation or resident
project representation, if those services should be desired.
Any observation services will be for the purpose of moni-
toring compliance with the plans, specifications and contract
documents, and will not in any manner be a guarantee of the
schedule, materials, appliances, or methods of the contractor,
nor for the safety of the job.
A2.1 Final Products
Deliverables under this proposal will generally consist of
ten sets of detailed construction plans, technical specifications,
contract documents, and cost estimates. One reproducible "as-
built" will be prepared and provided upon the completion and
acceptance of the work. Additional copies will be available at
the cost of reproduction.
Drawings will be prepared in ink on Mylar film at suitable
scales, using matched sheets where necessary. Drawings can
also be fmished in digital format in Intergraph MicroStation or
AutoCAD Release ] 3 format, if desired, at no additional cost.
In the case of difference between the drawings and the elec-
tronically produced images, the hard copy tracings will govern.
Page I of ..L pages
(Exhibit A--Basic Services and Related Matters)
A2.2 Time of Completion
The design and bidding phases will be completed according to the following estimated schedule, exclusive of times required
for review of the work at various stages:
Phase
Study & Repol1
Preliminary Design
Final Design
Subtotal, Design Phase
Estimated Time
30 days
150 days
90 days
270 days
Bidding and A ward Phase
45 days
Page 2 of ...L pages
(Exhibit A--Basic Services and Related Matters)
This is EXHIBIT B, consisting of ---.L pages, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated , ] 921-
Payments to ENGINEER for Services and Reimbursable Expenses
Initial:
OWNER
EN GIN EER1lI1!::-
Section 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
Lump Sum Method of Payment
(With additional payments on a Salary Costs basis for
Resident Project Representative and Operational Phase Services
and additional payments for Reimbursable Expenses)
B6.1 Methods of Payment for Services and Expenses of
ENGINEER.
B6.] .2.] General. For services of ENGINEER's
principals and employees engaged directly on the
Project perfonned or furnished pursuant to paragraph
3.] or 3.2 (except services as a consultant or witness
under paragraph 3.1.1.] 7), an amount equal to
ENGINEER's Salary Costs times a factor of2.]5.
B6.].] For Basic Services. OWNER shall pay ENGINEER for
Basic Services as follows:
B6. ] .].1 General. A lump sum fee of $450,000.00
for all services of ENGINEER (except for services of
ENGINEER's Resident Project Representative
performed or furnished under paragraph 2.5.2.],
Operational Phase services performed or furnished
under paragraph 2.6, and services to furnish easement
plats.) including services of ENGINEER's Consul-
tants. See paragraph B6.3 for breakdown.
B6.] .2.2 ENGINEER '.I' Consultants. For services of
ENGINEER's Consultants performed or furnished
pursuant to paragraph 3.] or 3.2, the amount billed to
ENGINEER therefor times a factor .L..l2.
B6.] .2.3 This section has been intentionally omitted.
. B6.] .].2 Resident Project Representative Services.
For services of ENGINEER's Resident Project
Representative performed or furnished under para-
graph 2.5.2.], an amount equal to ENGINEER's
Salary Costs time a factor of 2.15 for services per-
formed or furnished by principals and employees
engaged directly in resident Project Representation.
86.1.2.4 It is anticipated that the contract for con-
struction will be let in one (]) or two (2) concurrent
prime contracts.
B6. 1.].3 Operation Phase Services. For Operation
Phase Services performed or furnished under para-
graph 2.6, an amount equal to the ENGINEER's
Salary Costs times' a factor of 2.] 5 for services
performed or furnished by principals and employees
engaged directly on the Project.
B6.] .2.5 Serving as a Witness. For services per-
formed by ENGINEER's principals and employees as
consultants or witnesses in any IitigatiOll, arbitration
or other legal or administrative proceeding under
paragraph 2.] .17, at the rate of $1.200.00 per day 6f ~
fill)' pOl'ticm thereof (but compensation for time spent
in preparing to appear in any such litigation, arbitra- ~
tion or proceeding will be on the basis provided in
paragraph B6.] .2.2.
B6.1.3 For Reimbursable Expenses. OWNER shall pay
ENGINEER for Reimbursable Expenses such as:
B6. ] .1.4 Easements Plats. For easement plats, an
amount of $200.00 for each plat. Surveying services
are part of the basic services.
Out of town travel. ifanv.
86.1.2 For Additional Services o\VNER shall pay ENGINEER
for Additional Services as follows:
Page ] of ..l. pages
(Exhibit B--Lump Sum Method)
The amount payable to ENGINEER for Reimbursable Ex-
penses will be the charge actually incurred or the imputed cost
allocated by ENGINEER therefor times a factor of .L..L2.
86.1.4. Salary Costs. Salary Costs means salaried and wages
(basic, premium and incentive) paid to personnel plus the cost
of customary and statutory benefits including, but not limited
to, social security contributions, unemployment, excise and
payroll taxes, worker's compensation, health and retirement
benefits, bonuses, sick leave, vacation and holiday pay
applicable thereto.
The principals of ENGINEER and the imputed current hourly
Salary Costs of such principals are as follows:
Imputed Hourly
Principal (name and title) Salarv Costs
As substantiated by pavroll records $
$
$
$
86.1.5 Adjustment ofSa/G/)J Costs. The Salary Costs and the
factor applied to Salary Costs in determining compensation
payable to ENGINEER will be adjusted annually and equitably
.to reflect changes in the various elements that comprise such
Salary Costs and factor. All such adjustments will be in
accordance with generally accepted accounting practices as
applied on a consistent basis by ENGINEER and consistent
with ENGINEER's overall compensation practices and
procedures.
B6.2 Other Provisions Concerning Payments.
86.2.1 Preparation of Invoices. The portion of the amount
billed for ENGINEER's services which is on account of the
Lump sum will be based upon ENGINEER's estimate of the
prop0l1ionof the total services actually completed at the time
of billing. The portion related to services rendered on a Salary
Costs basis will be billed based on the Salary Costs (multiplied
by a factor, if any, as stated above) incurred at the time of
billing.
86.2.3 Paymel7ls Upon Termination.
86.2.3.4 In the event of termination during any phase
of the 8asic Services, ENG]NEER will be paid for
services performed or furnished in accordance wjth
this Agreement during that phase on the basis of
ENGINEER's Salary Costs times a factor of2.] 5 for
services performed or furnished during that phase to
date of term ination by ENG IN EER' s principals and
employees engaged directly on the Project.
86.3 See page 3
(The remainder of this page was left blank intentionally.)
Page 2 of ..l pages
(Exhibit B--Lump Sum Method)
B6.3 Breakdown of Lump Sum
B6.2.1 The following is a breakdown of the lump sum fee given in paragraph 86.1.1.1:
Phase Percentage Fee
Conceptual Design 5% $ 22,500.00
Preliminary Design 47% $ 211,500.00
Final Design 30% $ ] 35,000.00
8idding/Negotiation 3% $ 13.500.00
Construction 15% $ 67,500.00
TOTAL 100% $ 450,000.00 ~
Page 3 of ~ pages
(Exhibit B--Lump Sum Method)
This is EXHIBIT F, consisting of -L pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated
Initial:
OWNER
ENGINEER . 7JII!!.-.,
Insurance
Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties.
F8.3 ]nsurance
A. The limits of liability for the insurance required by paragraph 8.3.] of the Agreement are as follows:
I.
By ENGINEER:
a. Workers' Compensation:
b.
Employer's Liability --
I) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee:
c.
General Liability--
I) Each occurrence (Bodily Injury and property Damage):
2) General Aggregate
d.
Excess or Umbrella Liability--
I) Each Occurrence:
2) General Aggregate:
e.
Automobile Liability--
I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
f.
Other (specify): Professional Liability
2.
By OWNER: Self-Insured.
Page ] of ...L Pages
(Exhibit F--]nsurance)
Statutory
$ 100,000
$ 500,000
$ ] 00,000
$ 500,000
$1,000,000
$] ,000,000
$] ,000,000
$ 500,000
$1,000,000
Cranston, Robertson & Whitehurst, PC.
ENGINEERS PLANNERS SURVEYORS
OLD ENGINE COMPANY NO.1 POST OFFICE BOX 2546
452 ELLIS STREET AUGUSTA, GEORGIA 30903.2546
TELEPHONE (706) 722.1588
TELECOPIER (706) 722.8379
J. CRAIG CRANSTON, P.E., R.L.S.
THOMAS H. ROBERTSON, P.E., R.L.S.
ELDRIDGE A. WHITEHURST, JR., P.E.
JAMES B. CRANFORD, JR., P.E.
July 2, 1997
JOHN T. ATTAWAY, R.L.S.
TED S. MARTIN, R.L.S.
WAYNE SWANN, R.L.S.
JOHN M. HUGG
KEITH A. LAWRENCE
VAUGHN L. MAXWELL, III
DENNIS J. WELCH
Mr. Max Hicks
Augusta-Richmond Utilities
2760 Peach Orchard Road
Augusta, Georgia 30906
HAND DELIVERY
Re:
60-Inch Raw Water Transmission Main
Our File No. 97-280
Dear Max:
In accordance with your request, we are pleased to offer the following revised proposal for
accomplishing the necessary surveying and engineering services for the placement of a new raw
water supply main from the canal to the reservoirs.
GENERAL
The work will involve construction of a new 60-inch ductile iron raw water transmission
main from the existing piping at the Augusta Canal to the reservoirs adjacent to the water filter plant
on Highland Avenue. The exact routing will be determined as a part of the design work, but will
likely follow the existing 30-inch main in whole or in part. The project will include connections,
manifolding, structures, isolation valves, air release valves, tunneling/boring under Washington
Road, and other necessary appurtenances.
SCOPE OF WORK
The scope of work will include field surveys of the proposed water line route in sufficient
detail to locate the roads, fences, driveways, drainage structures, and all visible improvements along
the route. These surveys will also include locating existing utility lines based on field marks and
maps furnished by the utility owners. These utilities will include power, gas, water, sewer,
telephone, and CATV.
We wi II prepare plans, specifications, and contract documents, for the water system route,
including appurtenances described above. We will prepare preliminary route layouts for your review
and approval. Upon your approval of the general route, we will prepare design plans showing
horizontal and vertical aliglUllents, structures, tunnels, and miscellaneous details. We will complete
Mr. Max Hicks
.July 2, 1997
Page 2
and forward any required utility permits or encroaclmlent permits to the Georgia Department of
Transportation or other governing authority, and provide ancillary drawings as required by the City-
County. Drawings will be prepared in ink on mylar film at an appropriate scale. We can also furnish
the drawing in AutoCAD.computer disc format, if desired, at no additional fee. In the event of
difference between the disc-reproduced drawing and the original tracing, the hard copy tracing will
govern.
We will also prepare plats for acquisition of any easement that may be required for the
construction of the sewer.
We propose to furnish the following bidding and construction phase services: preparing a
schedule for bidding, preparing bidding documents, assisting you with securing bids from qualified
contractors, advising you conceming the award of a contract, preparing contract documents subject
to your approval, issuing a notice to proceed, making periodic observations of the construction work
as it progresses to observe the general quality, when called upon to look at a particular area,
furnishing written reports of the observations made during each visit, coordinating with the City-
County resident inspector, attending routine weekly site meetings, issuing instructions to the
contractor, preparing any change orders required, reviewing shop drawings, reviewing the
contractor's monthly applications for partial payment, determining the amounts owing to the
contractor, interpreting the contract documents and technical specifications, consulting as necessary
with the City-County authorities concerning their requirements, making a final inspection to
determine whether or not the work has been completed substantially in accordance with the plans
and specifications, and reviewing the contractor's application for final payment. The work does not
extend to detailed inspection of the construction work, which will be handled by your personnel.
FEE PROPOSAL ~
~'t... 'I... v S "/~ ()f eASeN eN..,. pI-Ai S '(fiii2
Our fee for this work will be a lump sum of $450,000.00. Assuming a construction cost of
$8,925,000.00, this fee represents 5.04 percent. The total is broken down by project phase as
follows:
Study and Report (initial route studies)
Preliminary design and route surveying
Final design phase and centerline survey
Bidding phase
Construction phase
(5%)
( 47%)
(30%)
(3%)
(15%)
$ 22,500.00
$ 211,500,00
$ 135,000.00
$ 13,500.00
$ 67,500.00
$ 450,000.00
Total
Mr. Max Hicks
July 2, ] 997
Page 3
We proposed to furnish any easement plats that may be required on the basis of $200.00 per
plat. Based upon] 24 parcels, approximately $24,800.00 additional should be budgeted.
We expect to submit periodic invoices covering the design work as it progresses and to
receive payment within fifteen days thereafter.
TIME OF COMPLETION
We are prepared to begin work at your direction and expect to complete the design phase
within nine months of receiving the authority to proceed. The bidding phase will likely take two
months, and the construction phase, eighteen months.
We appreciate the opportunity of making this proposal and trust that you find it satisfactory.
Upon your request, we will prepare and forward to you a standard form engineering contract for this
project. Should you have any question concerning the scope of the services offered, or the tee,
please do not hesitate to give us a call.
Sincerely,
CRANSTON, ROBERTSON & WHITEHURST, P.c.
etJ1~~
TI-TRlvlk:sh
Cranston, Robertson & Whitehurst, PC.
ENGINEERS PLANNERS SURVEYORS
OLD ENGINE COMPANY NO.1 POST OFFICE BOX 2546
452 ELLIS STREET AUGUSTA, GEORGI430903-2546
TELEPHONE (706) 722 -1588
TELECOPIER (706) 722-8379
J. CRAIG CRANSTON, P.E., R.L.S.
THOMAS H. ROBERTSON, P.E., R.L.S.
ELDRIDGE A. WHITEHURST, JR.. P.E.
JAMES B. CRANFORD, JR., P.E.
July 17, 1997
JOHN T. ATTAWAY, R.L.S.
TED S. MARTIN, R.L.S.
WAYNE SWANN. R.L.S.
JOHN M. HUGG
KEITH A. LAWRENCE
VAUGHN L. MAXWELL, III
DENNIS J. WELCH
Mr. Max Hicks
Augusta-Richmond Utilities
2760 Peach Orchard Road
Augusta, Georgia 30906
Re: 60" Raw Water Transmission Main
Our File No. 97-280
Dear Max:
We are delivering with this letter duplicate originals of a proposed form of contract for the
captioned project. We have included a number of revisions to the standard form which had
previously been requested on another project by Jim Wall.
If you find the documents in order, please sign both copies, and return one fully executed set
to us. Should you desire additional revisions, we stand ready to make them and resubmit.
We look forward to working with you on this project.
Sincerely,
CRANSTON, ROBERTSON & WHITEHURST, P.C.
'ff!:~~~s~
THR/vlk
This document has important legal consequences; consultation with an attorney is encouraged with respect
to its use, completion or modification. This document should be adapted to the particular circumstances of
the contemplated Project and the applicable laws of the jurisdiction in which the professional services for the
Project are to be performed.
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
.\.-
>C.- ..... /A:r~, -
THIS IS AN AGREEMENT made as of __2;JJA!jgust 5
../C ,_
,1997
between
Augusta-Richmond County
("0 WNER") and
Cranston. Robertson & Whitehurst. P.C.
(' EN GINEER").
OWNER intends to construct a 60 inch raw water transmission main from the existing piping at the Augusta
Canal to the reservoirs adjacent to the filter plant on Highland A venue. The project will include connections.
manifolds. isolation valves. air release valves. tunneling under Washington Road. and other necessary
appurtenances. (the "Project").
OWNER and ENGINEER in consideration of their mutual covenants herein :'agree in respect of the
performance offumishing of professional engineering services by ENGINEER with respect tothe Project and
the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER
and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above
written with the first phase of the Basic Services described in Section 2 below and as further set forth in
Exhibit A, "Further Description of Basic Engineering Services and Related Matters" ("Exhibit A") and in the
other exhibits listed in Section 9 below. This Agreement will become effective on the date first above written.
Page 1 of 15 pages
SECTION ]--GENERAL
I.] Standard of Care.
ENGINEER shall perform for or furnish to OWNER profes-
sional engineering and related services in all phases of the
Project to which this Agreement applies as hereinafter pro-
vided. ENGINEER shall serve as OWNER's prime design
professional and engineering representative for the Project
providing professional engineering consultation and advice
with respect thereto. ENGINEER may employ such ENGI-
NEER's Consultants as ENGINEER deems necessary to assist
in the performance or furnishing of professional engineering
and related services hereunder. ENG]NEER shall not be
required to employ any ENGINEER's Consultant unacceptable
to ENGINEER.
The standard of care for all professional engineering and
related services performed or furnished by ENGINEER under
th is Agreement will be the care and skill ordinarily used by
members of ENG INEER's profession practicing under similar
conditions at the same time and in the same locality. ENGI-
NEER makes no warranties, express or implied, under this
Agreement or otherwise, in connection with ENGINEER's
services.
1.2 Coordination with Other Documents.
It is the intention of the parties that the Standard General
Conditions will be used as the General Conditions for the
Project and that all amendments thereof and supplements
thereto will be generally consistent therewith. Except as
otherwise defined herein, the terms which have an initial
capital letter in this Agreement and are defined in the standard
General Conditions will be used in this Agreement as defined
in the Standard General Conditions. The term "defective" will
be used in this Agreement as defined in the Standard General
Conditions.
1.3 Definitions.
Wherever used in this Agreement the following terms have the
meanings indicated which are applicable to both the singular
and plural thereof:
1.3.1 Additional Services. Additional Services means the
services to be performed for or furnished to OWNER by
ENGINEER described in Section 3 of this Agreement.
1.3.2 Agreement. Agreement means this Standard Form of
Agreement between OWNER and ENGINEER for Professional
Services including those exhibits listed in Section 9 of this
Agreement.
1.3.3 Basic Services. Basic Services means the services to be
performed for or furnished to OWNER by ENGINEER
described in Section 2 of this Agreement.
1.3.4 Construction Cost. Construction Cost means the total
cost to OWNER of those portions of the entire Project de-
signed or specified by ENGINEER. Construction cost does not
include ENGINEER's compensation and expenses, the cost of
land, rights-of-way, or compensation for or damages to
properties, or OWNER's legal, accounting, insurance counsel-
ing or auditing services, or interest and financing charges
incurred in connection with the Project or the cost of other
services to be provided by others to OWNER pursuant to
Section 4 of th is Agreement. Construction Cost is one of the
items comprising Total Project Costs.
1.3.5 Contractor. Contractor means the person or entity with
whom OWNER enters into a written agreement covering
construction work to be performed or furnished with respect to
th e Project.
] .3.6 ENGINEER's Consultant. ENGINEER's Consultant
means a person or entity having a contract with ENGINEER to
perform or furnish Basic or Additional Services as ENGI-
NEER's independent professional associate or consultant
engaged directly on the Project.
1.3.7 Reimbursable Expenses. Reimbursable Expenses means
the expenses incurred directly in connection with the perfor-
mance or furnishing of Basic and Additional Services for the
Project for which OWNER shall pay ENGINEER as indicated
in Exhibit B, "Payments to Engineer for Services and Reim-
bursable Expenses" ("Exhibit B").
1.3.8 Resident Project Representative. Resident Project
Representative means the authorized representative of ENGI-
NEER who will be assigned to assist ENGINEER at the site
during the Construction Phase. The Resident Project Repre-
sentative will be ENGINEER's agent or employee and under
ENGINEER's supervision. As used herein, the term Resident
Project Representative includes any assistants of Resident
Project Representation agreed to by OWNER. The duties and
responsibilities of the Resident Project Representative are set
forth in Exhibit C, "Duties, Responsibilities and Limitations of
Authority of Resident Project Representative" ("Exhibit C").
1.3.9 Standard General Conditions. Standard General
Conditions means the Standard General Conditions 'of the
Construction Contract (No. 19] 0-8) (1990 Edition) of the
Engineers Joint Contract Documents Committee.
1.3.10 Total Project Costs. Total Project Costs means the sum
of the Construction Cost, allowances for contingencies, the
total costs of design professional and related services provided
by ENGINEER and (on the basis of information furnished by
OWNER) allowances for such other items as charges of all
other professionals and consultants, for the cost of land and
rights-of-way, for compensation for or damages to properties,
for interest and financing charges and for other services to be
Page 2 of 15 pages
provided by others to OWNER under paragraphs 4.4, 4.5 and
4.7 through 4.14, inclusive.
SECTION 2--BASIC SERVICES OF ENGINEER
2.1 Study and Report Phase (Conceptual Design)
Upon this Agreement becoming effective, ENGINEER shall:
2.1.] Consult with OWNER to understand OWNER's require-
ments for the Project and review available data.
2.1.2 Advise OWNER as to the necessity of OWNER's
providing or obtaining from others data or services of the types
described in paragraph 4.4 which are not patt of ENGINEER's
Basic Services, and assist OWNER in obtaining such data and
services.
2. ) .3 Identify and analyze requirements of governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER with whom
consultation is to be undertaken in connection with the Project.
2.1.4 Evaluate various alternate solutions available to
OWNER as described in Exhibit A, and, after consultation with
Owner, recommend to OWNER those solutions which in
ENGINEER's judgment best meet OWNER's requirements for
the Project. This phase is fUlther discussed in Exhibit A and is
called the Conceptual Design Phase.
2.1.5 Prepare a report (the "Report") which will contain the
statement of OWNER's requirements for the Project, and, as
appropriate, wi II contain schematic layouts, sketches and
conceptual design criteria with appropriate exhibits to indicate
the considerations involved and those alternate solutions
available to OWNER which ENGINEER recommends. This
RepOlt will be accompanied by ENGINEER's opinion of Total
Project Costs for each solution which is so recommended for
the Project, including the following which will be separately
itemized: opinion of probable Construction Cost, allowances
for contingencies and for the estimated total costs of design
professional and related services provided by ENGINEER and,
on the basis of infonnation furnished by OWNER, allowances
for other items and services included within the definition of
Total Project Costs.
2.1.6 Furnish the Report to and review it with OWNER.
2.1.7 Revise the Report in response to OWNER's comments,
as appropriate, and furnish final copies of the Report in the
number set forth in Exhibit A.
2. J.8 Submit the Report within the stipulated period indicated
in Exhibit A.
2.1.9 ENGINEER's services under the Study and Report
Phase will be considered complete at the earlier of (1) the date
when the Report has been accepted by OWNER or (2) thirty
days after the date when such RepOlt is delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to review the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Study and Report
Phase.
The duties and responsibilities of ENGINEER during the Study
and Report Phase as set forth in this paragraph 2.1 are amended
and supplemented as indicated in Exhibit A.
2.2 Preliminary Design Phase.
After acceptance by OWNER of the Conceptual Design,
selection by OWNER of a recommended solution and indica-
tion of any specific modifications or changes in the scope,
extent, character or design requirements of the Project desired
by OWNER, and upon written authorization from OWNER,
ENGINEER shall:
2.2.1 On the basis of the report, the recommended solution
selected by OWNER and the specific modifications or changes
in the scope, extent, character or design requirements of the
Project agreed upon by OWNER and ENGINEER, prepare
Preliminary Design documents consisting of final design
criteria, preliminary drawings, outline specifications and
written descriptions of the Project.
2.2.2 Advise OWNER if additional reports, data or other
information or services of the types described in paragraph 4.4
are necessary and assist OWNER in obtaining such reports,
data or other information and services.
2.2.3 Based on the information contained in the Preliminary
Design documents, submit a revised opinion of probable
Construction Cost and any adjustments to Total Project Costs
known to ENGINEER, which will be itemized as provided in
paragraph 2.1.5.
2.2.4 Furnish the Preliminary Design documents to and review
them with OWNER.
2.2.5 Submit the Preliminary Design documents and revised
opinion of probable Construction Cost within the stipulated
period indicated in Exhibit A.
2.2.6 ENGINEER's services under the Preliminary Design
Phase will be considered complete at the earlier of (I) the date
when the Preliminary Design documents have been accepted
by OWNER or (30) thilty days after the date when such
Preliminary Design documents are delivered to OWNER for
final acceptance, plus in each case such additional time as may
be considered reasonable for obtaining approval of governmen-
tal authorities having jurisdiction to approve the Preliminary
Page 3 of 1 5 pages
Design documentation, if such approval is to be obtained
during the Preliininary Design Phase.
The duties and responsibilities of ENGINEER during the
Preliminary Design Phase as set forth in this paragraph 2.2 are
amended and supplemented as indicated in Exhibit A.
2.3 Final Design Phase.
After acceptance by OWNER of the Preliminary Design Phase
documents and revised opinion of probable Construction Cost
and indication of any specific modifications or changes in the
scope, extent, character or design requirements of the Project
desired by OWNER, and upon written authorization from
OWNER, ENGINEER shall:
2.3.1 On the basis of the accepted Preliminary Design docu-
ments, the modifications or changes in the scope, extent,
character or design requirements of the Project agreed upon by
OWNER and ENGINEER and the revised opinion of probable
Construction Cost, prepare for incorporation in the Contract
Documents final Drawings showing the scope, extent and
character of the work to be performed and furnished by
Contractor and Specifications (which will be prepared, where
appropriate, in general conformance with the sixteen division
format of the Construction Specifications ]nstitute).
2.3.2 Provide technical criteria, written descriptions and
design data for OWNER's use in filing applications for permits
with or obtaining approvals of such governmental authorities
as have jurisdiction to review or approve the final design of the
Project, and assist OWNER in consultations with appropriate
authorities.
2.3.3 Advise OWNER of any adjustments to the opinion of
probable Construction Cost and any adjustments to Total
Project Costs known to ENGINEER, itemized as provided in
paragraph 2.1.5, as a result of changes in scope, extent or
character or design requirements of the Project.
2.3.4 Prepare for review and approval by OWNER, its legal
counsel and other advisors, contract agreement forms, general
conditions and supplementary conditions, and (where appropri-
ate) bid forms, invitations to bid and instructions to bidders (all
of which will be generally consistent in form and substance
with the forms and peltinent guide sheets prepared by the
Engineers Joint Contract Documents Committee), and assist in
the preparation of other related documents.
2.3.5 Furnish the above documents, Drawings and Specifica-
tions to and review them with OWNER.
2.3.6 Submit the above documents, Drawings and Specifica-
tions and a revised opinion of probable Construction Cost
within the stipulated period indicated in Exhibit A.
2.3.7 ENGINEER's services under the Final Design Phase will
be considered complete at the earlier of (I) the date when the
submittals have been accepted by OWNER or (2) thirty days
after the date when such submittals are delivered to OWNER
for final acceptance, plus in each case such additional time as
may be considered reasonable for obtaining approval of
governmental authorities having jurisdiction to approve the
portions of the Project designed or specified by ENGINEER,
if such approval is to be obtained during the Final Design
Phase.
The duties and responsibilities of ENG INEER during the Final
Design Phase as set forth in this paragraph 2.3 are amended
and supplemented as indicated in Exhibit A.
2.4 Bidding or Negotiating Phase.
After acceptance by OWNER of the ENGINEER's Drawings,
Specifications and other Final Design Phase documentation
(including the most recent opinion of probable Construction
Cost), and upon written authorization to proceed, ENGINEER
shall:
2.4.1 Assist OWNER in advertising for and obtaining bids or
negotiating proposals for the contract for construction, materi-
als, equipment and services; and, where applicable, maintain
a record of prospective bidders to whom Bidding Documents
have been issued, attend pre-bid conferences, if any, and
receive and process deposits for Bidding Documents.
2.4.2 ]ssue Addenda as appropriate to clarify, correct or
change the Bidding Documents.
2.4.3 Consult with OWNER as to the acceptability of subcon-
tractors, suppliers and other persons and entities proposed by
Contractor for those portions of the work as to which such
acceptability is required by the Bidding Documents.
2.4.4 Attend the bid opening, prepare bid tabulation sheets and
assist OWNER in evaluating bids or proposals and in assem-
bling and' awarding contracts for construction, materials,
equipment and services.
2.4.5 The Bidding or Negotiating Phase will terminate and the
services to be performed or furnished thereunder will be
considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective
Contractors (except as may otherwise be required to complete
the services called for in paragraph E7.2.5, if Exhibit E is a
part of this Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase are set forth in this paragraph 2.4
as amended and supplemented as indicated in Exhibit A.
2.5 Construction Phase
During the Construction Phase:
Page 4 of 15 pages
2.5.1 General Administration of Construction Contract.
ENGINEER shall consult with and advise OWNER and act as
OWNER's representative as provided in the standard General
Conditions. The extent and limitations of the duties, responsi-
bilities and authority of ENGINEER as assigned in said
Standard General Conditions shall not be modified, except to
the extent provided in Exhibit A and except as ENGINEER
may otherwise agree in writing. All of OWNER's instructions
to Contractor will be issued through ENGINEER who shall
have authority to act on behalf of OWNER in dealings with
Contractor to the extent provided in this Agreement and said
Standard General Conditions except as otherwise provided in
writing.
2.5.2 Visits to Site and Observation of Construction. In
connection with observations of the work of Contractor while
it is in progress:
~
2.5.2.1 ENGINEER shall make visits to the site at intervals
appropriate to the various stages of construction as ENGI-
NEER deems necessary in order to observe as an experi-
enced and qualified design professional the progress and
quality of the various aspects of Contractor's work. ffi
addition, ENGINEER shall I'rovidc the services of a
Resident Projcct Reprcsentati, e at the site to assist ENG I
]>JEER and to provide more continuous observatioRs of
sueh ..-ork. The fumishil'g of sueh Resident Projeet
Representflti ,e ser ,iees "ill not extend ENGI}JEER's
responsibilities or authority beyond the spccifie limits set
forth elsC'n'here in this paragl'fll'h 2.5. Such visits and
observations by ENG IN EER and the Resident Projeet
Repfcscntath'c are not intended to be exhaustive or to
extend to eyery aspect of the work in progress, or to
involve detailed inspections of the work beyond the
responsibilities specifically assigned to ENG INEER in this
Agreement and the Contract Documents, but rather are to
be limited to spot checking, selective sampling and similar
methods of general observation of the work based on
ENGINEER's exercise of professional judgment as assisted
by thc Resident Project Rcprcscntati, e. Based on informa-
tion obtained during such visits and such observations,
ENGINEER shall endeavor to determine in general if such
work is proceeding in accordance with the Contract Docu-
ments and ENGINEER shall keep OWNER informed of the
progress of the work. The responsibilities of ENG IN EER
contained in this paragraph are expressly subject to the
limitations set f0l1h in paragraph 2.5.2.2 and other express
or general limitations in this Agreement and elsewhere.
~
~JJ/.5.2.2 The purpose of ENGINEER's visits to aRd rcprc
1 t{,..... 3cntation by the Resident Projeet Representative at the site
will be to enable ENGINEER to better carry out the duties
and responsibilities assigned to and undertaken by ENGI-
NEER during the Construction Phase, and, in addition, by
the exercise of ENGINEER's efforts as an experienced and
qualified design professional, to provide for OWNER a
greater degree of confidence that the completed work of
Contractor will conform in general to the Contract Docu-
ments and that the integrity of the design concept of the
completed Project as a functioning whole as indicated in
the Contract Documents has been implemented and pre-
served by Contractor. On the other hand, ENGINEER shall
not, during such visits or as a result of such observations of
Contractor's work in progress, supervise, direct or have
control over Contractor's work nor shall ENGINEER have
authority over or responsibility for the means, methods,
techniques, sequences or procedures of construction
selected by Contractor, for safety precautions and programs
incident to the work of Contractor or for any failure of
Contractor to comply with laws, rules, regulations, ordi-
nances, codes or orders applicable to Contractor's furnish-
ing and performing the work. Accordingly, ENGINEER
neither guarantees the performance of any Contractor nor
assumes responsibility for any Contractor's failure to
furnish and perform its work in accordance with the
Contract Documents.
2.5.3 Defective Work. During such visits and on the basis of
such observations, ENGINEER shall have authority to disap-
prove of or reject Contractor's work while it is in progress if
ENG]NEER believes that such work will not produce a
completed Project that conforms generally to the Contract
Documents or that it will prejudice the integrity of the design
concept of the completed Project as a functioning whole as
indicated in the Contract Documents.
2.5.4 Clarifications and Interpretations: Field Orders.
ENGINEER shall issue necessary clarifications and interpreta-
tions of the Contract Documents as appropriate to the orderly
completion ofthe work. Such clarifications and interpretations
will be consistent with the intent of and reasonably inferable
from the Contract Documents. ENGINEER may issue Field
Orders authorizing minor variations from the requirements of
the Contract Documents.
2.5.5 Change Orders and Work Change Directives. ENGI-
NEER shall recommend Change Orders and Work Change
Directives to OWNER as appropriate, and shall prepare
Change Orders and Work Change Directives as required.
2.5.6 Shop Drawings. ENGINEER shall review and approve
(or take other appropriate action in respect of) Shop Drawings
and Samples and other data which Contractor is required to
submit, but only for conformance with the information given
in the Contract Documents and compatibility with the design
concept of the Completed Project as a functioning whole as
indicated in the Contract Documents. Such reviews and
approvals .or other action will not extend to means, methods,
techniques, sequences or procedures of construction or to
. safety precautions and programs incident thereto.
2.5.7 Substitutes. ENGINEER shall evaluate and determine
the acceptability of substitute or "or-equal" materials and
Page 5 of ] 5 pages
equipment proposed by Contractor, but subject to the provi-
sions of paragraph 3.2.2.
2.5.8 Inspections and Tests. ENGINEER may require special
inspections or tests of the work, and shall receive and review
all certificates of inspections, tests and approvals required by
laws, rules, regulations, ordinances, codes, orders or the
Contract Documents. ENGINEER's review of such certificates
will be for the purpose of determining that the results certified
indicate compliance with the Contract Documents and will not
constitute an independent evaluation that the content or
procedures of such inspections, tests or approvals comply with
the requirements of the Contract Documents. ENGINEER
shall be entitled to rely on the results of such tests.
2.5.9 Disagreements between OWNER and Contractor.
ENG INEER shall render the initial decisions on all claims of
OWNER and Contractor relating to the acceptability of the
work or the interpretation of the requirements of the Contract
Documents pertaining to the execution and progress of the
work. In rendering such decisions, ENGINEER shall be fair
and not show partiality to OWNER or Contractor and shall not
be liable in connection with any decision rendered in good
faith in such capacity.
2.5.10 Applicationsfor Payment. Based on ENGINEER's on-
site observations as an experienced and qualified design
professional and on review of Applications for Payment and
the accompanying data and schedules:
2.5.10.1 ENG INEER shall determine the amounts that
ENG INEER recommends Contractor be paid. Such
recommendations of payment will be in writing and will
constitute ENGINEER's representation to OWNER, based
on such observations and review, that, to the best of the
ENGINEER's knowledge, information and belief, the work
has progressed to the point indicated, the quality of such
work is generally in accordance with the Contract Docu-
ments (subject to all evaluation of such work as a function-
ing whole prior to or upon Substantial Completion, to the
results of any subsequent tests called for in the Contract
Documents and to any other qualifications stated in the
_ recommendation), and the conditions precedent to Con-
tractor's being entitled to such payment appear to have
been fulfilled in so far as it is ENGINEER's responsibility
to observe the work. In the case of unit price work,
ENG INEER' s recommendations of payment will include
final determ inations of quantities and classifications of such
work (subject to any subsequent adjustments allowed by the
Contract Documents). The responsibilities of ENGINEER
contained in paragraph 2.5.10.] are expressly subject to the
limitations set fOlih in paragraph 2.5.10.2 and other express
or general limitations in this Agreement and elsewhere.
2.5.] 0.2 By recommending any payment ENGINEER shall
not thereby be deemed to have represented that on-site
observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is performed and
furnished have been exhaustive, extended to every aspect
ofthe work in progress, or involved detailed inspections of
the work beyond the responsibilities specifically assigned
to ENGINEER in this Agreement and the Contract Docu-
ments. Neither ENGINEER's review of Contractor's work
for the purposes of recommending payments nor ENGI-
NEER's recommendation of any payment (including final
payment) will impose on ENG]NEER responsibility to
supervise, direct or control such work or for the means,
methods, techniques, sequences or procedures of construc-
tion or safety precautions or programs incident thereto, or
Contractor's compliance with laws, rules, regulations,
ordinances, codes or orders applicable to Contractor's
furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to
ascertain how or for what purposes Contractor has used the
moneys paid on account of the Contract Price, or to deter-
mine that title to any of the work, materials or equipment
has passed to OWNER free and clear of any liens, claims,
security interests or encumbrances, or that there may not be
other matters at issue between OWNER and Contractor that
might affect the amount that should be paid.
2.5.11 Contractor's Completion Documents. ENGINEER
shall receive, review and transmit to owner with written
comments maintenance and operating instructions, schedules,
guarantees, Bonds, certificates or other evidence of insurance
required by the Contract Documents, certificates of inspection,
tests and approvals, and marked-up record documents (includ-
ing Shop Drawings, Samples, and other data approved as
provided under paragl:aph 2.5.6 and marked-up record Draw-
ings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment.
ENGINEER's review of such documents will only be to
determine generally that their content complies with the
requirements of, and in the case of celtificates of inspections,
tests and approvals that the results certified indicate compli-
ance with, the Contract Documents.
2.5.12 Substantial Completion. Following notice from
Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by
Contractor, shall conduct an inspection to determine if the
work is substantially complete. If after considering any
objections of OWNER, ENGINEER considers the work
substantially complete, ENGINEER shall deliver a certificate
of Substantial Completion to OWNER and Contractor.
2.5.] 3 Final Notice (J[ Acceptability of the Work. ENGINEER
shall conduct a final inspection to determine if the completed
work of Contractor is acceptable so that ENGINEER may
recommend, in writing, final payment to Contractor. Accom-
panying the recommendation for final payment, ENGINEER
shall also provide a notice in the form attaehea hereto as
Exhibit D (the "Notiee af Aeeeptability sf 'Nork") that the ~
work is acceptable (subject to the provisions of paragraph
Page 6 of I 5 pages
2.5.] 0.2) to the best of ENGINEER's knowledge, information
and belief and based on the extent of the services performed
and furnished by ENGINEER under this Agreement.
2.5./4 Limitation o(Responsibilities. ENGINEER shall not be
responsible for the acts or omissions of any Contractor, or of
any subcontractor, any supplier, or of any other person or
organ ization perform ing or furn ish ing any of the work.
ENGINEER shall not be responsible for Contractor's failure to
perform or furnish the work in accordance with the Contract
Documents.
2.5.15 Duration of Construction Phase. The Construction
Phase will commence with the execution of the construction
contract for the Project or any part thereof and will terminate
upon written recommendation by ENGINEER of final pay-
ment. If the Project involves more than one prime contract as
indicated in paragraph 5.5, Construction Phase services may be
'r~endered at different times in respect of separate prime
contracts.
The duties and responsibilities of ENG]NEER during the
Construction Phase as set forth in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
~
2.6 Operati6nsl Plts~e
During the Opcnltionfil Phfise, ENGINEER' shall, "heR
requested b) OV/NER:
2.6.1 Pro ,ide assistanee in connection djth the refining and
adjl:lstiRg of finy equipmcflt or system.
2.6.2 Assist OWNER in training O\VNER's staff to operate
and maintain the Projcct.
2.6.3 A33i3t O'NNER in de,eloping sY3tems find proeedl:lfes
for eontrol of the operfltion find Infiintenanee of and reeord
kceping for the Pf5jeet.
2.6.4 Prepare s set of reprodtleible reeord dl'flwings showiRg
record information "hieh ENGINEER eOflsiders significant
ba3ed 5n the Dra'""ings, Shop Drfidings, ana 6ther ree6fd
documents furnishcd by Contrfietor to ENGINEER ',yhieh were
annotated by Contractor to 3ho\'.. all ehanges made dl:lfing
eonstn:letion. ENG I]>JEER .. ill not be responsible for any
crrors in or olnissions in thc information provided by Contrae
tor that is incorporated in the reeord dra\'lil'lgs or other reeard
dOel:llneRts.
2.6.5 In company with OWNER, visit the Project tv vbser..e
an)' apparent defeet3 in the eompleted ",vode, assist OWNER in
eOI13ultati5l13 and di3eu33ion3 .....ith Contnletor eoneeffling
correction of SLlch defects, and make recommendations as to
replaeemcnt or oorrection of dcf-cctive \york.
2.6.6 Provide miseellaneot/3 ser..ieo a3 reqt/e3ted by O'NNER
in e0l1l1eeti6n "ith Project c103eol:lt.
2.6. "7 The Operational Pha3e may eommenee dl:lring the
COR3tl'tletion Phase and ,viII terminate ORe year after the date
of St/bstantial Completion.
The dt/ties and responsibilities of ENGINEER during the
Operational Phase f\S set f6rth in this f:larfigrfiph 2.6 fire
amended and supplemented fiS indicated in L<hibit A. ~
SECTION 3--ADDITIONAL SERVICES OF ENGINEER
3. J Additional Services Requiring Authorization in
Advance.
If authorized in writing by OWNER, ENGINEER shall furnish
or obtain from others Additional Services of the types listed in
paragraph 3.1.1 through 3.1.19, inclusive, as amended and
supplemented as indicated in Exhibit A. These services are not
included as part of Basic Services except to the extent other-
wise provided in Exhibit A. These services will be paid for by
OWNER as indicated in Section 6.
3.1.1 Preparation of applications and supporting documents
(in addition to those furnished under Basic Services) for
private or governmental grants, loans or advances in connec-
tion with the Project; preparation or review of environmental
assessments and impact statements; review and evaluation of
the effect on the design requirements of the Project of any such
statements and documents prepared by others; and assistance
in obtaining approvals of authorities having jurisdiction over
the anticipated environmental impact of the Project.
3.1.2 Services to make measured drawings of or to investigate
existing conditions or facilities, or to verify the accuracy of
drawings or other information furnished by OWNER..
3.1.3 Services resulting from evaluation by ENGINEER
during the Study and Report Phase at OWNER's request of
alternative solutions in addition to those specified in Exhibit A.
3.1.4 Services resulting from significant changes in the scope,
extent or character of the portions of the Project designed or
specified by ENGINEER or its design requirements including,
but not limited to, changes in size, complexity, OWNER's
schedule, character of construction or method of financing; and
revising previously accepted studies, reports, Drawings,
Specifications or Contract Documents when such revisions are
required by changes in laws, rules, regulations, ordinances,
codes or orders enacted subsequent to the preparation of such
studies, reports, Drawings, Specifications, or Contract Docu-
ments, or are due to any other causes beyond ENGINEER's
control.
3.1.5 Services resulting from facts revealed about conditions:
Page 7 of 15 pages
, 3.1.5. I which are different from information about such
conditions that OWNER previously provided to ENGI-
NEER under paragraph 4.4 and upon which ENGINEER
was entitled to rely; or
3.1.5.2 as to which OWNER had responsibility to provide
information under paragraph 4.4 if such information was
not previously provided.
3.1.6 Providing renderings or models for OWNER's use.
3. 1.7 Preparing documents for alternate bids requested by
OWNER for Contractor's work which is different from the
Conceptual Design.
3.1.8 Undertaking investigations and studies illcluding, but not
limited to, detailed consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies,
cash flow and economic evaluations, rate schedules and
appraisals; assistance in obtaining financing for the Project;
evaluating processes available for licensing and assisting
OWNER in obtaining process licensing; detailed quantity
surveys of materials, equipment and labor; and audits or
inventories required in connection with construction perfonned
by OWNER.
3.1.9 Furnishing services of ENGINEER's Consultants for
other than Basic Services; and furnishing data or services of
the types described in paragraph 4.4 when OWNER employs
ENGINEER to provide such data or services. in lieu offurnish-
ing the same under paragraph 4.4.
3.1.10 Services attributable to a variation in the number of
prime contracts from the number specified in Exhibit A for
work designed or specified by ENGINEER.
3.1.] I Services during out-of-town travel required of ENG 1-
NEER other than visits to the site or OWNER's office as
required by Section 2.
#
3.1.12 Preparing for, coordinating with, participating in and
responding to structured independent review processes,
including, but not limited to, CDl13trl:letion Mallagen'lent, Cost
Estimating, Project Peer Review, Value Engineering and
Constructability Review requested by OWNER; and perform-
ing or furnishing services required to revise studies, reports,
Drawings, Specifications or Contract Documents as a result of
such review processes.
~
3.\.13 Detent,ifling the aeeqJtfiBilit) ef 3uB3titute 111aterifil3
and equipment prop03ed dtll ing the Bidding or Negotiating
Phfi3e "...hcn 3u!:J3titution prior to the award of eontl fiet3 i3
tlllo ,,'cd b) the Bidding Doel:lment3.
3.1.14 Assistance in connection with bid protests, rebidding or
renegotiating contracts for construction, materials, equipment
or services, except when such assistance is required to com-
plete services called for in paragraph E7.2.5, if Exhibit E is a
part of th is Agreement.
J.I.] 5 Pro ,iding field 31:Jr v eY3 for de3ign purpo3e3, CIlf,ineer
ing 3l:lfVeY3 and 3taking to cnfib/e Contraetor to preeeea .vitl,
it3 ';york, and finy type of property 3l:lrveY3 or related engil'leer
ing 3er .iee3 needea fur the: fI'fln3fer of intcrc3t3 in re:al prefle:rty; -nJII-/
and previding ethel 3peeifil field 3tlrv'eY3. . I'"
3. I .16 Preparation of operating, maintenance and staffing
manuals to supplement Basic Services under paragraph 2.6.3.
3.1. I 7 Preparing to serve or serving as a consultant or witness
for OWNER in any litigation, arbitration or other legal or
administrative proceeding involving the Project (except for
assistance in consultations which is included as part of Basic
Services under paragraphs 2.].3 and 2.3.2).
3. I.] 8 Providing more extensive services required to enable
ENGINEER to issue notices or celtifications requested by
OWNER under paragraph 4.12.
3.1.19 Other additional services performed or furnished by
ENGINEER in connection with the Project, including services
which are to be furnished by OWNER under Section 4, and
services not otherwise provided for in this Agreement.
3.2 Required Additional Services.
When required by the Contract Documents in connection with
the perforinance or furnishing of ENGINEER's services during
the Construction Phase, ENGINEER shall perform or furnish,
without waiting for specific authorization from OWNER,
Additional Services of the types listed in paragraphs 3.2.].
through 3.2.6, inclusive. These services are not included as
part of Basic Services except to the extent provided in Exhibit
A. Required Additional Services will be paid for by OWNER
as indicated in Section 6. ENGINEER shall advise OWNER
in writing promptly after starting any such Additional Services.
3.2.1 Services in connection with Work Change Directives and
Change Orders to reflect changes requested by OWNER if,
because of the method of compensation agreed upon by
OWNER and ENGINEER, the resulting change in compensa-
tion for Basic Services is not commensurate with the extent of
the additional services rendered.
3.2.2 Services in making revisions to Drawings and Specifica-
tions occasioned by the acceptance of substitute materials or
equipment other than "or-equal" items; and services after the
award of the construction contract in evaluating and determin-
ing the acceptability of a substitution which is inappropriate for
the Project or an excessive number of substitutions..
3.2.3 Services resulting from significant delays, changes or
price increases occurring as a direct or indirect result of
materials, equipment or energy shortages.
Page 8 of ] 5 pages
3.2.4 Additional or extended services during construction
made necessary by (1) work damaged by fire or other cause
during construction, (2) a significant amount of defective,
neglected or delayed work of Contractor, (3) acceleration of
the progress schedule involving services beyond normal
working hours, or (4) default by Contractor.
3.2.5 Services (other than Basic Services during the Opera-
tional Phase) in connection with any partial utilization of any
part of the Project by OWNER prior to its Substantial Comple-
tion.
3.2.6 Evaluating an unreasonable claim or an excessive
number of claims submitted by Contractor or others in connec~
tion with the work.
SECTION 4--0WNERS RESPONS]BILlTIES
Except as otherwise provided in Exhibit A, OWNER shall do
the following in a timely manner so as not to delay the services
of ENGINEER and shall bear all costs incident thereto:
4.1 Designate in writing a person to act as OWNER's repre-
sentative with respect to the services to be performed or
furnished by ENGINEER under this Agreement. Such person
will have complete authority to transmit instructions, receive
infonl1ation, interpret and define OWNER's policies and
decisions with respect to ENGINEER's services for the
Project.
4.2 Provide all criteria and full information as to OWNER's
requirements for the Project, including design objectives and
constraints, space, capacity and performance requirements,
fiexibility and expendability, and any budgetary limitations;
mid furnish copies of all design and construction standards
which OWNER will require to be included in the Drawings
and Specifications.
4.3 Assist ENGINEER by placing at ENG]NEER's disposal
all available information pertinent to the Project including
previous reports and any other data relative to design or
construction of the Project.
4.4 Furnish to ENGINEER, as requested by ENGINEER for
performance of Basic Services or as required by the Contract
Documents, the following:
4.4.1 data prepared by or services of others, including without
limitation explorations and tests of subsurface conditions at or
contiguous to the site, drawings of physical conditions in or
relating to existing surface or subsurface structures at or
contiguous to the site, or hydrographic surveys;
4.4.2 the services of an independent testing laboratory to
perform all inspections, tests and approvals of samples,
materials and equipment prior to and after installation, or to
evaluate the performance of materials, equipment and facilities
of OWNER, prior to specification, and during construction;
4.4.3 appropriate professional interpretations of all of the
foregoing;
4.4.4 environmental assessments, audits, investigations and
impact statements, and other relevant environmental or cultural
studies as to the Project, the site and adjacent areas;
4.4.5 field surveys for design purposes and property, bound-
ary, easement, right-or-way, topographic and utility surveys or
data, including relevant reference points;
4.4.6 property descriptions;
4.4.7 zoning, deed and other land use restrictions; and
4.4.8 other special data or co'nsultations not covered in Section
2.
OWNER shall be responsible for, and ENGINEER may rely
upon, the accuracy and completeness of all reports, data and
other information furnished pursuant to this paragraph.
ENGINEER may use such reports, data and information in
performing or furnishing services under this Agreement.
4.5 Provide, as required by the Contract Documents, engineer-
ing surveys and staking to enable Contractor to proceed with
the layout of the work, and other special field surveys.
4.6 Arrange for access to and make all provisions for ENGI-
NEER to enter upon public and private propelty as required for
ENGINEER to perform services under this Agreement.
4.7 Examine all alternate solutions, studies, reports, sketches,
Drawings, Specifications, proposals and other documents
presented by ENGINEER (including obtaining advice of an
attorney, insurance counselor and other consultants as
OWNER deems appropriate with respect to such examination)
and render in writing decisions pertaining thereto.
4.8 Provide approvals and permits from all governmental
authorities having jurisdiction to approve the portions of the
Project designed or specified by ENGINEER and such approv-
als and consents from others as may be necessary for comple-
tion of such pOltions of the Project.
4.9 Provide, as may be required for the Project:
4.9.1 accounting, bond and financial advisory, independent
cost estimating'and insurance counseling services;
4.9.2 such legal services as OWNER may require or ENGI-
NEER may reasonably request with regard to legal issues
peltainingto the Project, including any that may be raised by
Contractor; and
Page 9 of 15 pages
4.9.3 such auditing services as OWNER may require to
ascertain how or for what purpose Contractor has used the
moneys paid on accoun} of the Contract Price.
4.10 Provide such inspection or monitoring services by an
individual or entity other than ENGINEER as OWNER may
desire to verify:
4.10.] that Contractor is complying with any law, rule,
regulation, ordinance, code or order applicable to Contractor's
performing and furnishing the work; or
4.10.2 that Contractor is taking all necessary precautions for
safety of persons or property and complying with any special
provisions of the Contract Documents applicable to safety.
ENGINEER does not undertake in this Agreement to perform
the services referred to in 4.10.1 and 4.] 0.2 above. The
identity of any individual or entity employed to perform such
services and the scope of such services will be disclosed to
ENGINEER.
4.1\ Advise ENGINEER of the identity and scope of services
of any independent consultants employed by OWNER to
perform or furnish services in regard to the Project, including,
but not limited to, Construction Management, Cost Estimating,
Project Peer Review, Value Engineering and Constructability
Review. If OWNER designates a person or entity other than,
.. or in addition to, ENGINEER to represent OWNER at the site,
OWNER shall define and set forth in an exhibit that is to be
mutually agreed upon and attached to and made a part of this
Agreement before such services begin, the duties, responsibili-
ties and limitations of authority of such other party and the
relation thereof to the duties, responsibilities and authority of
ENGINEER.
4.12 Prior to the commencement of the Construction Phase,
notify ENGINEER of any variations in the language of the
Notice of Acceptability of Work, or of any notice or certifica-
tion other than such Notice that ENGINEER will be requested
to provide to OWNER or third parties in connection with the
financing or completion of the Project. OWNER and ENGI-
NEER shall reach agreement on the terms of any such re-
quested notice or certification and OWNER shall authorize
such Additional Services as are necessary to enable ENGI-
NEER to provide the notice or certification requested under
this paragraph.
4.13 If more than one prime contract is to be awarded for
work designed or specified by ENGINEER, designate a person
or entity to have authority and responsibility for coordinating
the activities among the various prime contractors, and define
and set forth the duties, responsibilities and limitations of
authority of such persons or entity and the relation thereof to
the duties, responsibilities and authority of ENGINEER in an
exhibit that is to be mutually agreed upon and attached to and
made a part of this Agreement before such services begin.
4.14 Furnish to ENGINEER data or estimated figures as to
OWNER's anticipated costs for services to be provided by
others for OWNER (such as services pursuant to paragraphs
4.4,4.5 and 4.7 through 4.14, inclusive) and other costs of the
types referred to in paragraph 2.1.5 so that ENGINEER may
make the necessary calculations to develop and periodically
adjust ENGINEER's opinion of Total Project Costs.
4.15 Attend the pre-bid conference, bid opening, pre-construc-
tion conferences, construction progress and other job related
meetings and Substantial Completion and final payment
inspections.
4. 16 Give prompt written notice to ENGINEER whenever
OWNER observes or otherwise becomes aware of any devel-
opment that affects the scope or time of performance or
furnishing of ENGINEER's services, or any defect or noncon-
formance in ENGINEER's services or in the work of any
Contractor.
4.17 Furnish, or direct ENGINEER to provide, Additional
Services as stipulated in paragraph 3.1 of this Agreement or
other services as required.
SECTION 5--TIMES FOR RENDERING SERVICES
5.1 ENGINEER's services and compensation under this
Agreement have been agreed to in anticipation of the orderly
and continuous progress of the Project through completion of
the Construction Phase. Unless specific periods of time or
specific dates for providing services are specified in this
Agreement, ENGINEER's obligation to render services
hereunder will extend for a period which may reasonably be
required for the design, award of construction contracts,
construction and initial operation ofthe Project including extra
work and required extensions thereto.
5.2 ]f in this Agreement specific periods oftime for rendering
services are set forth or specific dates by which services are to
be completed are provided and if such periods of time or dates
are changed through no fault of ENGINEER, the rates and
amounts of compensation provided for herein shall be subject
to equitable adjustment. ]f OWNER has requested changes in
the scope, extent or character of the Project, the time of
performance of ENGINEER's services shall be adjusted
equitably.
5.3 If OWNER fails to give prompt written authorization to
proceed with any phase of services after completion of the
immediately preceding phase, or if the Construction Phase has
not commenced within the stipulated period identified in this
Agreement (plus such additional time as may be required to
complete the services called for under paragraph E7.2.5 of
Page 10 of 15 pages
Exhibit E is a part of this Agreement) after completion of the
Final Design Phase or does not proceed in an orderly and
continuous progression, ENGINEER may, after giving seven
days' written notice to OWNER, suspend services under this
Agreement.
5.4 If ENG INEER's services for design or during construction
of the Project are delayed or suspended in whole or in part by
OWNER:
5.4.1 for more than three months through no fault of ENG 1-
NEER, ENGINEER shall be entitled to equitable adjustment of
rates and amounts of compensation provided elsewhere in this
Agreement to reflect among other things, reasonable costs
incurred by ENGINEER in connection with such delay or
suspension and reactivation and the fact that the time for
performance under this Agreement has been revised; or
5.4.2 for more than one year through no fault of ENGINEER,
or if ENGINEER for any reason is required to render Construc-
tion Phase services more than one year after Substantial
Completion is achieved, the rates and amounts of compensa-
tion provided for elsewhere in this Agreement will be subject
to equitable adjustment to reflect, among other things, changes
in the various elements that comprise such rates of compensa-
tion.
5.5 In the event that the work designed or specified by
ENG IN EER is to be performed or furn ished under more than
one prime contract, or if ENGINEER's services are to be
separately sequenced with the work of one or more prime
contractors (such as in the case offast-tracking), OWNER and
ENGINEER shall, prior to commencement of the Final Design
Phase, develop a schedule for performance of ENGINEER's
services during the Final Design, Bidding or Negotiating and
Construction Phases in order to sequence and coordinate
properly such services as are applicable to the work under such
separate prime contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under such
contracts is to proceed concurrently.
SECTION 6--PA YMENTS TO ENGINEER FOR SERVICES
AND REIMBURSABLE EXPENSES
6.1 Methods of Payment for Services and Expenses of
ENGINEER
6.1.\ For Basic Services. OWNER shall pay ENGINEER for
Basic Services performed or furnished under Section 2 on the
basis set forth in Exhibit B.
6.1.2 For Additional Services. OWNER shall pay ENGI-
NEER for Additional Services performed or furnished under
Section 3 on the basis set forth in Exhibit B.
6. \.3 For Reimbursable Expenses. In addition to payments
provided for in paragraphs 6.1.] and 6.1.2, OWNER shall pay
ENGINEER for Reimbursable Expenses incurred by ENGI-
NEER and ENGINEER's Consultants as set forth in Exhibit B.
The amount payable for Reimbursable Expenses will include
a factor to the extent so indicated in Exhibit B.
6.2 Other Provisions Concerning Payments.
6.2.1 Preparation of Invoices. Invoices for Basic and Addi-
tional Services and Reimbursable Expenses will be prepared in
accordance with ENGINEER's standard invoicing practices
and will be submitted to OWNER by ENGINEER at least
monthly. The amount billed for Basic Services and Additional
Services in each invoice will be calculated on the basis set
forth in Exhibit B. ]nvoices are due and payable on receipt.
6.2.2 Unpaid Invoices. If OWNER fails to make any payment
due ENGINEER for services and expenses within thirty days
after receipt of ENGINEER's invoice therefor, the amounts
due ENGINEER will be increased at the rate of 1.0% per
month (or the maximum rate of interest permitted by Jaw, if
less) from said thirtieth day; and, in addition, ENGINEER
may, after giving seven days' written notice to OWNER,
suspend services under this Agreement until ENGINEER has
been paid in full all amounts due for services, expenses and
charges. Payment will be credited first to interest and then to
principal. In the event of a disputed or contested billing, only
that portion so contested may be withheld from payment, and
the undisputed portion will be paid.
6.2.3 Payments Upon Termination.
6.2.3.1 Termination by OWNERfor Cause. In the event of
termination by OWNER for cause unde.: paragraph 8.].]:
6.2.3.1.1 Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENGINEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
6.2.3.1.2 During any phase of the Basic Services,
ENGINEER also will be paid for such services per-
formed or furnished in accordance with this Agreement
by ENG IN EER during that phase through the date of
termination on the basis specified in Exhibit B. ENG 1-
NEER also will be paid for the charges of ENGI-
NEER's Consultants employed to perform or furnish
Basic Services to the extent such services have been
performed or furnished in accordance with this Agree-
ment through the effective date of the termination.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses.
Page II of 15 pages
6.2.3.2 Termination by OWNERfor Convenience. In the
event of term ination by OWNER under paragraph 8.1.2.:
6.2.3.2.] Upon the completion of any phase of Basic
Services, progress payments due ENGINEER in
accordance with this Agreement for all such services
performed or furnished by ENG]NEER and ENGI-
NEER's Consultants through the completion of such
phase will constitute total payment for such services.
ENGINEER also will be paid for all unpaid Additional
Services and unpaid Reimbursable Expenses, and for
term ination expenses under subparagraph 6.2.3.2.3
below.
6.2.3.2.2 During any phase of Basic Services, ENGI-
NEER also will be paid for such services performed or
furnished by ENGINEER during that phase through the
date of termination on the basis specified in Exhibit B.
In addition, ENGINEER will be paid for the charges of
ENG INEER's Consultants employed to perform or
furnish Basic Services through the effective date of the
termination. ENG]NEER also will be paid for all
unpaid Additional Services and unpaid Reimbursable
Expenses, and for termination expenses under subpara-
graph 6.2.3.2.3 below.
6.2.3.2.3 In the event of termination by OWNER for
convenience during or at completion of any phase of
Basic Services, OWNER shall pay ENGINEER's
reasonable expenses directly attributable to ternlination
in accordance with rates applicable to the various
categories of Additional Services measured from the
date of termination, including other fair and reasonable
sums for overhead and profit, and costs of terminating
contracts with ENGINEER's Consultants.
6.2.3.3 Termination By ENGINEER for Cause. In the
event of termination by ENGINEER for cause under
paragraph 8.1.1, ENGINEER shall be entitled to receive
compensation calculated as set fOlth in paragraph 6.2.3.2.
6.2.4 Records of ENGINEER's Costs. Records of ENGI-
NEER's costs peltinent to ENGINEER's compensation under
this Agreement will be kept in accordance with generally
accepted accounting practices. Copies will be made available
to OWNER at cost on request prior to final payment for
ENGINEER's services.
SECT]ON 7--0PINIONS OF COST
7.1
Opinions of Probable Construction Cost.
ENGINEER's opinions of probable Construction Cost pro-
vided for herein are to be made on the basis of ENGINEER's
experience and qualifications and represent ENGINEER's best
judgment as an experienced and qualified professional engi-
neer generally familiar with the construction industry. How-
ever, since ENGINEER has no control over the cost of labor,
materials, equipment or services furnished by others, or over
the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER cannot
and does not guarantee that proposals, bids or actual Construc-
tion Cost will not vary from opinions of probable Construction
Cost prepared by ENGINEER. If OWNER wishes greater
assurance as to probable Construction Cost, OWNER shall
employ an independent cost estimator as provided in paragraph
4.9.1.
7.2 Designing to Construction Cost Limit
If a Construction Cost limit is established between OWNER
and ENGINEER, such Construction Cost limit and a statement
of ENGINEER's rights and responsibilities with respect thereto
will be specifically set forth in Exhibit E, "Construction Cost
Limit," to this Agreement.
7.3 Opinions of Total Project Costs.
ENGINEER assumes no responsibility for the accuracy of
opinions of Total Project Costs provided for in Section 2.
SECTION 8--GENERAL CONSIDERATIONS
8.1 Term ination
The obligation to provide fUliher services under this Agree-
ment may be terminated:
8.1. I For cause,
8.1.1.] by either party upon thirty days' written notice in
the event of substantial failure by the other pmty to perfonn
in accordance with the terms hereof through no fault of the
terminating party. Notwithstanding the foregoing, this
Agreement will not terminate as a result of such substantial
failure if the party receiving such notice begins, within
seven days of receipt of such notice, to correct its failure to
perform and proceeds diligently to cure such failure within
no more than thirty days of receipt thereof; provided,
however, that if and to the extent such substantial failure
cannot be reasonably cured within such thirty-day period,
and if such party has diligently attempted to cure the same
and thereafter continues diligently to cure same, then the
cure period provided from herein shall extend up to, but in
no case more than, sixty days after the date of receipt of the
notice.
8.1.1.2 by ENGINEER:
8.1.1.2.1 upon seven days' written notice if ENGI-
NEER believes that ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENG]NEER's responsibilities as a licensed design
professional; or
Page 12 of 15 pages
8.1.1.2.2 upon seven days' written notice if the
ENGINEER's services for design or during the con-
struction of the Project are delayed or suspended for
more than ninety days for reasons beyond ENGI-
NEER's control.
8.1.1.2.3 In the case of termination under this para-
graph 8.1.1.2, ENGINEER shall have no liability to
OWNER on account of such termination.
8.1.2 For convenience, by OWNER effective upon the receipt
of notice by ENGINEER.
8.2 Reuse of Documents.
~
All documents including Drawings and Specifications provided
or furnished by ENGINEER (or ENGINEER's Consultants)
pursuant to this Agreement are instruments of service in
respect of the Project, and ENGINEER and ENGINEER's
Consultants, as appropriate, shall retain an ownership and
property interest therein (including the right of reuse by and at
the discretion of ENGINEER and ENGINEER's Consultants,
as appropriate) whether or not the Project is completed.
OWNER may make and retain copies for information and
reference in connection with the use and occupancy of the
Project by OWNER and others; however, such documents are
not intended or represented to be suitable for reuse by OWNER
or others on extensions of the Project or on any other project.
Any such reuse without written verification or adaptation by
ENGINEER and ENGINEER's Consultants, as appropriate, for
the specific purpose intended will be at OWNER's sole risk
and without liability or legal exposure to ENGINEER, or to
ENGINEER's Consultants, and O'NNER shall inderRRify and
hold hannless ENGINEER aRa ENGINEER's COll3ultaRts
fron. nil elaims, dmnagcs, 16sses ana expenses ineh:lcliflg
flttort'leys' f-ees arising out of 01' fcsulting thcfcfrom. Any such
verification or adaptation will entitle ENGINEER to further
compensatioll at rates to be agreed upon by OWNER and
ENGINEER.
8.3 Insurance.
~
8.3.1 ENGINEER shall procure and maintain insurance as set
forth in Exhibit F, "Insurance," for protection from claims
under workers compensation acts, claims for damages because
of bodily injury including personal injury, sickness or disease
or death of any and all employees or of any person other than
such employees, and from claims or damages because of
injury to or destruction of property including loss 0"[ use
resulting therefrom. ENGINEER shall list OWNER as an
additional insured on ENGINEER's generalliabilit). iRsl:lranee
~
~
8.3.2 OV/NER shall list ENGINEeR and DJGINEER's
Consultants as ndditional insureds on an)' general liability Of
propcrty insuranee polieies earriecl by OVlNER '",hich are
applieablc to the Prejcct. O\VNER shall require Contractor to
purchase and maintain general liability and other inStlrflflee as
speeified in the Contract DocumeRts ana to list ENGINEER
and ENGINEER's Consultants as additional instlfeds ',vith
respeet to stich liability, property an8 otker instlraflee ptlr
chascd aRa maintained by Contraetor. All polieies of property
insuraflee shall eontain provisiofls to the effcct that ENG I
NEER's find eNGI"tJEER's Consultants' interests arc eovered
BRd that in the e ,'cnt of payment of till)' loss or damage the ~
insurers ",vill have no rights of rccovery against any of the '/1"
insured or fldditional instlreds therettnder.
8.3.3 At any time OWNER may request that ENGINEER, at
OWNER's sole expense, provide additional insurance cover-
age, different limits or revised deductibles in excess of those
specified in Exhibit F. If so requested by OWNER;and if
commercially available, ENGINEER shall obtain and shall
require ENGINEER's Consultants to obtain such additional
insurance coverage, different limits or revised deductibles, for
such periods of time as requested by OWNER, at OWNER's
sole expense, and Exhibit F will be supplemented to incorpo-
rate these requirements.
8.4 Controlling Law.
Th is Agreement is to be governed by the law of the principal
place of business of ENGINEER.
8.5 Successors and Assigns.
8.5.1 OWNER and ENGINEER each is hereby bound and the
partners, successors, executors, adm inistrators and legal
representatives of OWNER and ENG]NEER (and to the extent
permitted by paragraph 8.5.2 the assigns of OWNER and
ENGINEER) are hereby bound to the other party of this
Agreement and to the pmtners, successors, executors, adminis-
trators and legal representatives (and said assigns) of such
other pmty, in respect of all covenants, agreements and
obligations of this Agreement.
8.5.2 Neither OWNER nor ENGINEER may assign, sublet or
transfer any rights under or interest (including, but without
limitation, moneys that may become due or moneys that are
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting or
transfer is mandated by law or the effect of this limitation may
be restricted by law. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibil-
ity under this Agreement.
8.5.3 Unless expressly provided otherwise in this Agreement:
8.5.3.1 Nothing in this Agreement shall be construed to
create, impose or give rise to any duty owed by ENGI-
NEER to any Contractor, Subcontractor, Supplier, other
person or entity, or to any surety for or employee of any of
Page 13 of 15 pages
~
~
them, or give any rights in or benefits under this Agreement
to anyone other than OWNER and ENGINEER.
8.5.3.2 All duties and responsibilities undertaken pursuant
to this Agreement will be for the sole and exclusive benefit
of OWNER and ENGINEER and not for the benefit of any
other party. The OWNER agrees that the substance of the
. provisions of this paragraph shall appear in the Contract
Documents.
8.6 Di~ptlte Re~8Itlti8ft.
8.7 Allocation of Risks--Indemnification.
8.7.1 To the fullest extent permitted by law, ENGINEER shall
indemnify and hold harmless OWNER, OWNER's officers,
directors, pmtners, employees and agents from and against any
and all claims, costs, losses and damages (including but not
limited to all fees and charges of engineers, architects, attor-
neys and other professionals and all court or arbitration or
other dispute resolutions costs) caused solely by the negligent
acts or omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. The indemnification
provision of the preceding sentence is subject to and limited by
the provisions agreed to by OWNER and ENGINEER in
Exhibit H, "Allocation of Risks," if any.
8.7.2 To the fullest e.<tcnt permitted by la", OWNER shall
indcmnify and hold IUlI'I111ess ENCrNEER, ENClNEER'S
offieers, directors, partners, employees ana ngents aRa
ENGINEER's COl1sultants frorft aRdagainst any ana all claims,
costs, Jesses and damages (iRellIdiflg btlt r;,ot limited te all fees
and charges of engineers, arehiteets, attorneys and 5ther
professionals and all court or arbitration or 6ther aisptlte
rcsolution costs) eaused solely by the negligent acts or omis
sions of OV.'NER or O"\'NER's offieers, direetors, partner3,
employecs, agcnts and OWNER's eonsttltants v..ith respeet to
th is Agreement or thc PI6jeet.
--.~ 8.7.::: In additiori to the itldenmit)' prov'idcdllndcr paragraph
'1"'- 8.7.2 of th is Agreement, ane! tel the fu I \cst extent perm itted by
1m\', OWNER shall indemnify ana hola harmless ENGINEER
and its offieers, direetors, partfters, employees, and agents and
ENGINEER's COflsultants from and against all claims, eosts,
losscs, and dtllllages (including btlt not limited to all kes aReI
eharges of cngineers, arehitccts, attorneys and other profes
sionals and all C6urt or arbitration or other dispute resolution
eosts) eaused by, arising Otlt of or relating to the presenec,
discharge, release, or escape of Asbestos, rCI3s, Petrolcum,
llazardous Waste, or Radioaeti.v'e 1\1flterial at, on, uflder or
froll'l the Projeet site.
~
8.8 Notices.
Any notice required under this Agreement will be in writing,
addressed to the appropriate party at the address which appears
on the signature page to this Agreement (as modified in writing
from time to time by such party) and given personally, by
registered or certified mail, return receipt requested, by
facsimile, or by a nationally recognized overnight courier
service. All notices shall be effective upon the date of receipt.
8.9 Survival.
All express representations, indemnifications or limitations of
liability made in or given in this Agreement will survive the
completion of all services of ENGINEER under this Agree-
ment or the termination of this Agreement for any reason.
8.10 Severability.
Any provision or part of the agreement held to be void or
unenforceable under any law or regulation shall be deemed
stricken, and all remaining provisions shall continue to be valid
and binding upon OWNER and ENGINEER, who agree that
the Agreement shall be reformed to replace such stricken
provision or part thereof with a valid and enforceable provision
that comes as close as possible to expressing the intention of
the stricken provision.
SECTION 9--EXHIBITS AND SPEC]AL PROVISIONS
9.] This Agreement is subject to the provisions of the follow-
ing Exhibits which are attached to and made a part of the
Agreement:
9.1.1 Exhibit A, "Further Description of Basic Engineering
Services and Related Matters," consisting of..2.... pages.
9.1.2 Exhibit B, "Payments to Engineer for Services and
Reimbursable Expenses," consisting of --2- Pages.
9.1.3 Exhibit F, "Insurance," consisting of -L Pages.
9.2 This Agreement (consisting of pages] to ---15..., inclusive
and the Exhibits identified above) constitutes the entire
agreement between OWNER and ENGINEER and supersedes
all prior written or oral understandings. This Agreement may
only be amended, supplemented, modified or canceled by a
duly executed written instrument.
Page 14 of 15 pages
OWNER:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.
Address for giving notices:
Municipal Building Room 806
Augusta, Georgia 309 I 1
This document approved GIS to
legal sufficiency and form.
~
Attorney
Date
ENGINEER:
em"s!,,", ~oo & Whit'hU'~
Bv: ~!&
l
Title: President
Address for giving notices:
452 Ellis Street
Post Office Box 2546
Augusta, Georgia 30903
Page 15 of 1 5 pages
This is EXHIBIT A, consisting of.L pages, referred to
in the agreement between OWNER and ENGINEER
for Professional Services, dated , 1992.
Initial:
OWNER
ENGINEER~
Furiher Description of Basic Engineering Services and Related Matters
Sections 2, 3, 4 and 5 of the Agreement are amended and supplemented and the time periods for the performance of the Basic
Services as indicated in Section 5 of the Agreement are established, all as indicated below:
A2.0 Ceneral
The Basic Services are premised on the following general
scope of professional services:
The work will begin with making a design base map by
utilizing existing planimetric and topographic maps. Base
maps will be prepared in both digital and hard copy format for
use in subsequent design phases.
Upon completion of the base map, the conceptual design
Phase will be commenced. Concepts and layouts will be
developed in consultation with the Owner. Budget cost
estimates will be prepared. Initial plans requiring approvals or
permits of other agencies, such as EPD and GADOT, will be
shared early, so that their comments can be taken into account.
The preliminary route layouts will be prepared for review and
approval by the OWNER.
Upon completion and approval of the conceptual plan, the
Preliminary Design Phase will be undertaken. Field surveys of
the proposed water line route in sufficient detail to locate the
roads, fences, driveways, drainage structures, and all visible
improvements along the route will be completed. These
surveys will also include locating existing utility lines based on
maps and. field marks provided by the utility owners. These
utilities will include power, gas, water, sewer, telephone, and
CA TV. The conceptual plan will be refined and further
worked out with the advice and input of the OWNER.
The Final Design Phase will begin upon approval of the
preliminary plans. Final design plans will show horizontal and
vertical alignments, structures, tunnels, and miscellaneous
details. The work will include incorporating comments
received on the preliminary submittal. Specifications and
project documents will be prepared. Any required utility
permits or encroachment permits will be completed' and
forwarded to the Georgia D.O.T. or other governing authority.
Construction cost estimates and a bid schedule will be pro-
vided. These plans and documents will be submitted to the
OWNER for approval.
The bidding phase will follow the receipt of approvals of
the final design documents. The work will generally consist of
assisting your depmiment with obtaining competitive bids for
the construction work, reviewing the bids, recommending an
award and issuing a Notice to Proceed.
Construction phase engineering services will consist of
periodic site visits to observe the progress and general quality
of the work as it progresses; rev[ewing shop drawings; prepar-
ing any change orders required; reviewing contractor's monthly
applications for partial payment; and making a pre-final and a
final site visit to determine whether or not the work has been
completed in substantial conformity with the plans and
specifications. Site visits will generally be at varying intervals
no less frequently than weekly, or when called upon to observe
a particular area. While more intense on-site observation
services are beyond the scope of this proposal, we have the
capability for furnishing more frequent observation or resident
project representation, if those services should be desired.
Any observation services will be for the purpose of moni-
toring compliance with the plans, specifications and contract
documents, and will not in any manner be a guarantee of the
schedule, materials, appliances, or methods of the contractor,
nor for the safety of the job.
A2.1 Final Products
Deliverables under this proposal will generally consist of
ten sets of detailed construction plans, technical specifications,
contract documents, and cost estimates. One reproducible "as-
built" will be prepared and provided upon the completion and
acceptance of the work. Additional copies will be available at
the cost of reproduction.
Drawings will be prepared in ink on Mylar film at suitable
scales, using matched sheets where necessary. Drawings can
also be finished in digital format in Intergraph MicroStation or
AutoCAD Release 13 format, if desired, at no additional cost.
In the case of difference between the drawings and the elec-
tronically produced images, the hard copy tracings will govern.
Page 1 of..2.... pages
(Exhibit A--Basic Services and Related Matters)
A2.2 Time of Completion
The design and bidding phases will be completed according to the following estimated schedule, exclusive of times required
for review of the work at various stages:
Phase
Study & Report
Preliminary Design
Final Design
Subtotal, Design Phase
Estimated Time
30 days
150 days
90 days
270 days
Bidding and A ward Phase
45 days
Page 2 of ..L pages
(Exhibit A--Basic Services and Related Matters)
This is EXHIBIT B, consisting of -L pages, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated , ] 922..
Payments to ENGINEER for Services and Reimbursable Expenses
Initial:
OWNER
ENGINEER~
Section 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
Lump Sum Method of Payment
(With additional payments on a Salary Costs basis for
Resident Project Representative and Operational Phase Services
and additional payments for Reimbursable Expenses)
B6.1 Methods of Payment for Services and Expenses of
ENGINEER.
B6. J .2.1 General. For services of ENGINEER's
principals and employees engaged directly on the
Project performed or furnished pursuant to paragraph
3.] or 3.2 (except services as a consultant or witness
under paragraph 3.1.1.17), an amount equal to
ENGINEER's Salary Costs times a factor of2.] 5.
B6.1.1 For Basic Services. OWNER shall pay ENGINEER for
Basic Services as follows:
B6.1.1.1 General. A lump sum fee of $450,000.00
for all services of ENG INEER (except for services of
ENGINEER's Resident Project Representative
performed or furnished under paragraph 2.5.2. I,
Operational Phase services performed or furnished
under paragraph 2.6, and services to furnish easement
plats.) including services of ENGINEER's Consul-
tants. See paragraph B6.3 for breakdown.
B6. 1.2.2 ENGINEER '.I' Consultants. For services of
ENGINEER's Consultants performed or furnished
pursuant to paragraph 3.] or 3.2, the amount billed to
ENGINEER therefor times a factor lJ2.
B6.1.2.3 This section has been intentionally omitted.
B6.1.1.2 Resident Project Representative Services.
For services of ENGINEER's Resident Project
Representative performed or furnished under para-
graph 2.5.2.], an amount equal to ENGINEER's
Salary Costs time a factor of 2.] 5 for services per-
formed or furnished by principals and emp]oyees
engaged directly in resident Project Representation.
B6.1.2.4 It is anticipated that the contract for con-
struction will be let in one (I) or two (2) concurrent
prime contracts.
B6.1.1.3 Operation Phase Sen'ices. For Operation
Phase Services performed or furnished unde,r para-
graph 2.6, an amount equal to the ENGINEER's
Salary Costs times a factor of 2.] 5 for services
performed or furnished by principals and employees
engaged directly on the Project.
B6.1.2.5 Serving as a Witness. For services per-
formed by ENGINEER's principals and employees as
consultants or witnesses in any litigation, arbitration
or other legal or administrative proceeding under
paragraph 2.1.17, at the rate of $1.200.00 per day 6f ~
fillY J'loltion thereof (but compensation for time spent
in preparing to appear in any such litigation, arbitra- ~
tion or proceeding will be on the basis provided in
paragraph 86.1.2.2.
86.1.3 For Reimbursable Expenses. OWNER shall pay
ENGINEER for Reimbursable Expenses such as:
B6.1.1.4 Easements Plats. For easement plats, an
amount of $200.00 for each plat. Surveying services
are part of the basic services.
Out of town travel. if any.
B6.1.2 For Additional Services OWNER shall pay ENGINEER
for Additional Services as follows:
Page ] of ..J..... pages
(Exhibit B--Lump Sum Method)
The amount payable to ENGINEER for Reimbursable Ex-
penses will be the charge actually incurred or the imputed cost
allocated by ENGINEER therefor times a factor of.l..J2.
86.1.4. SatGl)l Costs. Salary Costs means salaried and wages
(basic, premium and incentive) paid to personnel plus the cost
of customary and statutory benefits including, but not limited
to, social security contributions, unemployment, excise and
payroll taxes, worker's compensation, health and retirement
benefits, bonuses, sick leave, vacation and holiday pay
applicable thereto.
The principals of ENGINEER and the imputed current hourly
Salary Costs of such principals are as follows:
Imputed Hourly
Principal (name and title) Salary Costs
As substantiated by payroll records
$
$
$
$
86.1.5 Ac(justl11ent oISatary Costs. The Salary Costs and the
factor applied to Salary Costs in determining compensation
payable to ENGINEER will be adjusted annually and equitably
to reflect changes in the various elements that comprise such
Salary Costs and factor. All such adjustments will be in
accordance with generally accepted accounting practices as
applied on a consistent basis by ENGlNEER and consistent
with ENGINEER's overall compensation practices and
procedures.
B6.2 Other Provisions Concerning Payments.
86.2.1 Preparation ()llnvoices. The pOltion of the amount
billed for ENG]NEER's services which is on account of the
Lump Sllll1 will be based upon ENGINEER's estimate of the
proportion of the total services actually completed at the time
of billing. the portion related to services rendered on a Salary
Costs basis will be billed based on the Salary Costs (multiplied
by a factor, if any, as stated above) incurred at the time of
billing.
86.2.3 Payments Upon Termination.
86.2.3.4 In the event of term ination during any phase
of the 8asic Services, ENGINEER will be paid for
services performed or furnished in accordance with
this Agreement during that phase on the basis of
ENGINEER's Salary Costs times a factor of2.IS for
services performed or furnished during that phase to
date of termination by ENGINEER's principals and
employees engaged directly on the Project.
86.3 See page 3
(The remainder of this page was left blank intentionally.)
Page 2 of ~ pages
(Exhibit B--Lump Sum Method)
B6.3 Breakdown of Lump Sum
86.2.1 The following is a breakdown of the lump sum fee given in paragraph 86.1.1.1: .
Phase Percentage Fee
Conceptual Design 5% $ 22,500.00
Preliminary Design 47% $ 211,500.00
Final Design 30% $ 135,000.00
8iddingINegotiation 3% $ 13,500.00
Construction 15% $ 67,500.00
TOTAL 100% $ 450,000.00 -ntf/
. ()JI\)
Page 3 of ...l... pages
(Exhibit B--Lump Sum Method)
This is EXHIBIT F, consisting of --L- pages, referred to in and
part of the Agreement between OWNER and ENGINEER for
Professional Services dated
Initial:
OWNER
ENGINEER ~
Insurance
Paragraph 8.3 of the Agreement is amended and supplemented to include the following agreement of the parties.
F8.3 Insurance
A. The limits of liability for the insurance required by paragraph 8.3.] of the Agreement are as follows:
I.
By ENGINEER:
a. Workers' Compensation:
b.
Employer's Liability --
I) Each Accident:
2) Disease, Policy Limit:
3) Disease, Each Employee:
c.
General Liability--
1) Each occurrence (Bodily Injury and property Damage):
2) General Aggregate
d.
Excess or Umbrella Liability--
I) Each Occurrence:
2) General Aggregate:
e.
Automobile Liability--
I) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident
f.
Other (specify): Professional Liability
2.
By OWNER: Self-Insured.
Page I of ...L Pages
(Exhibit F--Insurance)
Statutory
$ 100,000
$ 500,000
$ 100,000
$ 500,000
$1,000,000
$1,000,000
$1,000,000
$ 500,000
$1,000,000